The Measure of a Man
by Silver Sehkmet
Summary: Chapters 13 and 14 are up - TMOAM is complete. There is plenty I've left in the story hanging unfinished - don't worry. :) I have ideas for a second story already brewing - Ock is just too good a character to not follow around a little longer...
1. Chapter One

How do you measure the worth of a man? Do you take into account his looks? His achievements? His popularity? His personality, perhaps. On what criteria do you base your judgments? The sheer stupidity of it all astounds me. How you have allowed yourselves to become so shallow, and worse, content to be so, remains a mystery to me. You are happy with your limited existence, so perhaps I would do well enough to leave you alone. But I am no longer content to leave things alone.

Not after what I've been through. 

Not after so much has changed…

Julia pushed a lock of hair from her eyes and carefully pinched the bulb of the eyedropper in the vial, releasing the few drops into the chemical mix. The color immediately changed to a deep purple, and she pushed a stopper into place. Next to her set a tray of nearly thirty of these vials. All for a single chemical project. She sighed and looked at her watch. Eleven thirty at night. Time to pack up. 

She set the entire tray into the refrigerating unit that filled nearly an entire wall in the first division of the chemical warehouse. There were several dials and locks on the door panel, and after carefully setting each of the temperatures; she could finally shut down the lab for the night. She put her white lab coat across her chair and snatched up the clipboard along with her coat. All of the information needed to be logged away into the database as part of company standards, but she intended to do that tomorrow. It had been a very, very long day. Shaking out her short blonde hair from its clip, she turned out the lights in the lab and walked for the door.

Walking to the other end of the lab, Julia stopped before going through to leave the chemlab wing. At the other end of the warehouse-type lab Otto was working with the metal arms, a device that he had developed himself. Smiling slightly to herself, she hung back and leaned against the door, watching him work. The metallic arms were a fascinating creation; a tool he used nearly everyday to work with hazardous chemicals and radioactive elements. She remembered there had been tension a while back when the arms had first been unveiled. Oscorp had wanted to create more of them for testing purposes in other fields, but Otto had refused to give up the designs – which she was sure ticked off the higher-ups despite their compliance with his decision. She frowned. It was around that time that the whispering and rumors had really started to come to the surface; chemists began to refer to him as the "Great Doctor Octopus" behind his back. The name had started out humorously, but things quickly had gone downhill from there, descending into more…hurtful…nicknames.

Otto was pale, with hazel brown hair that fell across his head in a disheveled bowl cut, and he was somewhat stout, but she found those traits to be endearing. He was soft spoken and his gaze was always thoughtful. But despite all of that, he remained a secluded individual. She could understand why he wouldn't want to associate himself with some of the chemists, but he never attended any of the company parties or sponsored events. Perhaps, like her, he was just…shy. Julia straightened and slowly walked from the room. She was sick of being shy. 

As she got closer she could hear the soft whirring of the fans inside the fire shield box, where the arms were carefully pouring chemicals from beaker to test tube and back again. Fumes erupted in silent gray clouds around the tops of each beaker, and were instantly swept up inside the hood of the fume box. He had not noticed her approaching; he was writing furiously on a clipboard. In the reflection of the goggles he wore to keep track of the arm's movement, she saw herself. Laying the clipboard on the desk in front of him, she found herself blushing like a fool when he looked up to greet her.

"Signing out for the night?" he asked, nodding to her trench coat hanging off her arm. She hoped he could not see her flushed face through the tinted glasses. 

"Its late enough for me, thanks. I've got a lot to finish up tomorrow, though. How are you doing over here?" she said, unable to avert her gaze. One of the metal arms brushed against her arm as it reached lower to grasp another beaker that had been sitting over a burner. Startled, she took a step back. Otto flipped a page on the clipboard.

"I'm sorry; I didn't mean to bump you," he said some what absentmindedly as he scribbled something else down.

"No problem," she fumbled. Sighing to herself, she raised her hand to say goodbye, and stopped. If she didn't do it now, she wouldn't do it ever. Clenching her hand under her trench coat, she turned her attention to the clawed "hands" at the end of the arms inside the fire box.

"Dr. Octavius, I'd been meaning to ask you. Would you like to have lunch with me tomorrow?" she stammered, not daring to look at his face. There was a brief silence, and she knew she was blushing even more. She hadn't expected him to respond the way he did.

"Sure. Where would you like to meet?" For a moment she was so bewildered she couldn't think of a single place. 

"Uh…h-how about Daytona's?" she said, her hands sweating. _Why do I always get so nervous? _Now she looked at him. He was looking at her now, but she couldn't see his eyes through the glasses. 

"Sounds good to me. Is 12 o'clock okay?" Julia finally smiled. 

"12 o'clock is perfect," she said, this time giving him a wave goodbye. She felt so … accomplished. Not only had she overcome her debilitating shyness, but as far as she knew, he had never gone with any of the luncheon groups. Did he accept because it was fewer people to deal with, or did he accept because he was interested in her too? Feeling elated, Julia left the lab.

Otto waited until she had turned to walk out from the lab before turning his head to look at her. She had been flushed. He wondered if perhaps…he shook his head. No one takes a romantic interest in a guy who spends his free time working in the chemlab. Especially him. He was sure they would have similar interests when it came to discussing their work, but he was already apprehensive about what the discussion would turn to when work topics had been exhausted. She was one of a handful of chemists he had any level of respect for anymore. Everyone else had proven to be beneath him with their childish banter and lack of professionalism.

Otto put down his clipboard and lifted the goggles from his face, looking with satisfaction at the tentacles as he picked up another beaker behind the shield. The design was quite simple, but the platform for connecting to the human nervous system was complex. 

The arms attached around the midsection, with manual controls situated on the front panel. There were infrared cameras situated in the center of each arm that allowed him to "see" what they were seeing when he wore the goggles. But the real science comes in around the back of the device, which rests along the spinal column. The metallic spine is lined with electrodes that are sensitive to the spinal cord's nerves and every synaptic response the brain sends to the spine. The most basic of commands come down from certain areas of the brain, and the electrodes read each of these electrical commands, relaying the appropriate movement to each separate arm. It took a lot of practice, but afterwards the arms could be manipulated to do just about anything. 

The clawed hands at the end were composed of three separate three-jointed appendages which could vary in strength to pick up something as delicate as a glass beaker, or be manipulated to bend iron rods. It was one of his most brilliant designs. Upon revealing his invention to the higher ups at Osbourne Industries, it was immediately pounced on as the next pet project. They figured it could be used for something more than just mixing hazardous chemicals or controlling nuclear reactions. But Otto kept the plans and diagrams to himself, and so far, he saw no reason to give them up. It was, after all, something he had designed himself, and passing it along to a corporation meant he'd be stripped of something else he'd created and once again…given no credit for it. 

__

Sour grapes. Otto sighed.

Rubbing his eyes with his gloved hand, he set both beakers back down onto the unlit burners and started to retract the four arms back through the fire box wall when he noticed something that sent an instant chill of fear down his back. 

There was an unlabeled beaker inside the fire box. It was starting to overflow with foamy red liquid. This was not part of his experiment, he was sure of it, and an unlabeled beaker with an unknown chemical could prove to be disastrous. 

__

Who had put that there? Fear welled up inside his throat. 

Suddenly the alarm over his fire shield began to shriek in warning. A volatile chemical reaction was taking place right before his eyes. Otto sucked in a sharp breath and pressed his hands to the shield wall of the fire box. There was going to be an explosion if he didn't do something fast. The arms swivel to life immediately, reaching for a small box in the corner of the fire shield. It was filled with a deterrent that was supposed soak up the offending chemical and therefore avert the danger. The clawed hand dumped the box over. It was empty. Otto felt panic wash over him again. 

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Empty. It's empty, oh my God, it's going to explode...Garbled thoughts raced through his mind as he tried to yank the arms from the firewall.

He barely had time to react as the red liquid touched one of the glass beakers. It took barely a second to eat through the glass.

An explosion rocked the lab as the chemicals combined. The brilliant flash of light was blinding – Otto's hands immediately flew to cover his eyes, but it was too late. The fire shield exploded, shards of safety glass and plastic thrown across the room. Chemicals splattered out and over the edge of the fire box, propelled with such force it coated Otto's entire torso and began to burn, blistering his flesh. The sound of the shrieking siren mingled with his own screams as he blindly fell backwards into the fire box behind him. Several canisters inside the box shuddered from the blow and fell, shattering instantly. The tentacle arms flailed as his body went into shock, finally curling around his body as he slumped to the floor, his screams finally silenced. 

He lay unconscious on his back as a growing pool of the foaming liquid spilled over the fire box ledge. A greenish gray fog began to form on the ground, curling and licking at the edges of the room as it spread. The tentacles shuddered periodically, flexing and curling in uncoordinated fashion as the siren continued to sound, echoing throughout the empty Oscorp chemical warehouse…

They say what doesn't kill you makes you stronger. And believe me when I tell you; there is no one more qualified to agree with this tired cliché than myself.


	2. Chapter Two

When he woke from the nightmare, he found he could not see anything, and panicked. He moved his hands to touch his face and felt something tug in his arm. 

"He's awake," a disembodied voice said from somewhere to his left. "Doctor Octavius, please, don't move. You'll rip out the IVs. Calm down. You've been in a serious accident." Otto let out a deep, guttural moan, all the pain slowly beginning to throb through his body. 

"What happened to me? What happened in the lab?" he managed, laying his arms back by his sides. He heard someone else shuffling around the room, and then someone touched his brow with something cold. It stung, and he flinched, turning his head sharply to the side and gritting his teeth. There wasn't a part of his body that didn't ache. 

"There was an accident at the lab last night, Doctor. You sustained chemical burns all over your body. Thankfully, we were able to treat most of them. Your eyes, I'm afraid, took a lot of the damage. You should be able to see, but not without some form of eye protection at all times. I'm going to remove the bandages now. Do not open your eyes until I tell you to," the voice explained. Otto felt a release of pressure around his head as the gauze was removed, and another stinging sensation as the air hit his closed eyelids. He fought the temptation to rub at his eyes. Someone slid a pair of silver-black sunglasses over his face.

"Alright, doctor. See if you can open your eyes." Otto did, and was pained to see everything was blurred and strangely gray. He blinked several times and leaned forward, cupping his forehead in both hands. His eyes itched something fierce.

"It's blurry. Tell me this isn't permanent." Otto tried to imagine what life would be like seeing everything as though it were some kind of gray and black negative. The doctor to his right cleared his throat before answering.

"You've just suffered extreme eye trauma, doctor. Give it time. Your eyes need time to readjust, and to some extent, heal." He didn't sound optimistic. Otto's fear was beginning to turn into another emotion, burning deep inside, beneath the pain of his burns. It was anger. 

__

Someone else was responsible for this.

__

Sour grapes, Otto. 

No. This is worse. This…this is mutilation. Intentional. Otto clenched his jaw tightly.

Suddenly he felt something else. A foreign sense. He wasn't sure at first, what it was. But then he remembered the sensation. All the blood seemed to drain from his head and pool in his stomach as he looked down and slowly pulled the hospital sheet down, past his chest, to reveal heavy pink scarring all along his abdomen. Below that was the belt section of the device he had been using at the lab. The arms…were still attached to him? Oh Jesus…it had melted into his flesh. Otto's mouth worked but nothing came from his lips. 

Finally he got the words out.

"Why…._why_ are these still on me!? Get them OFF! I…I can't believe you left them on me! Get them off _now_!" he demanded shrilly, aware of every movement the arms made. One slinked along the wall, seeming to examine the electrical equipment stacked on the floor. The others snaked around in the air, wavering and unsure, flexing the clawed fingers one at a time. The two doctors in the room exchanged nervous glances as the nearest doctor crossed his arms. 

"We, uh. We couldn't remove them, Doctor. By the time the medical team reached you in the lab, the electrodes in the metal spine had already fused to your own spinal cord. Removing it would kill you. Perhaps in time, we may figure out how to remove them…" Otto stared out into the room in disbelief. 

"I…can't believe you. You left these on me. You _intentionally_ left these on me!" he said, his voice cracking despairingly. He heard a voice from the side of the room and twisted around violently. It was a man dressed in a fine looking suit, holding a cell phone and wearing an Oscorp ID tag on his breast pocket. 

"Doctor, please, calm down. We all understand you've been through a lot. But this is a great opportunity for the other scientists to study how the arms can be used for purposes other than mixing volatile chemicals at a distance. We wanted to test them, you see, and now it seems the perfect time to do so." Otto felt like his entire world was crashing down around him. Everything he'd ever done was burning away into this nightmare. _Test _them? They wanted to TEST them?! He reached over and grabbed the lapels of the man's jacket, pulling him closer.

"Do you know what you've DONE? You've RUINED my life! Did your superiors even consider that? You're the ones who did this to me! You put those chemicals in with my experiment! Is that how far you're willing to GO?! I wouldn't hand over the official plans for the design, so you decided to test them out on a _human being_?!!" The representative pushed himself away from Otto and brushed his jacket off smugly, backing away from two of the arms which had seemingly focused on him, glints of light flashing from the center of their claws. The snapped open and shut menacingly.

"Doctor, you yourself are a man of science. Of course you can understand the pursuit of knowledge in this field. Imagine how many tasks dangerous to people could be done using these arms? We simply wanted to test –"

Suddenly enraged, Otto managed to rock forward to his knees in the hospital bed, blinding pain ripping through his entire body at the sudden movement. The sensation of the metal spine fused tightly to his back was terrible, and he faltered for a moment before spreading his arms wide, letting the metal appendages stand out from his body in wide arcs. 

"_Look what you've DONE to me!_" he yelled savagely, snatching the doctor to his left with one of the arms. The man screamed and his hands flew to grab at the metal arm, but it did no good. With a sharp twist, the mechanical arm easily snapped the doctor's neck and let him fall to the floor, immediately turning its attention on the other doctor. Terrified, the doctor standing near the door turned to run and found himself skewered by one of the arms. Otto ripped the arm free of the body and watched it slump to the floor. 

Blood trickled down the arm and dripped onto the floor and bed. The other three arms seemed to be looking at the fourth curiously, focusing on the blood running in rivets along the edges of each segment in the arm. Then they all focused on the agent, who was standing, too shocked to move, at the other end of the room. Otto swayed forward on the bed, looked at the mess on the floor beside him, and slowly wiped his hand across his face, his expression confused, as if he weren't aware of what he was doing in the room. 

His hand came back streaked with the doctor's splattered blood. His stomach churned and he clenched for his belly, only to feel the foreign metal belt encasing his flesh. Whimpering in pain he doubled over, retching onto the floor. The representative was plastered against the far wall, his eyes wide with terror as he babbled to barter for his life.

"Please, we can work this out, please – " Otto looked up, wiping his mouth with the back of his bloodied hand. His expression was one of a man who had snapped.

"Be quiet. You just…_shut…up_. You have absolutely _no_ idea…what you've _done_." Slowly he clambered off of the bed, stepping in the blood pooling on the hospital room floor. He stumbled closer to the man, slipping in the crimson puddle, leaning on two of the arms for support as his legs gave out. The other two tentacles looked at the agent, their slight swaying motions vaguely reminiscent of a cobra about to strike. Otto reached up and slowly pressed the sunglasses further up the bridge of his nose.

"You wanted to see what they could _do_, didn't you? Isn't that the point of this? Wanted to see just what kinds of new tasks they could perform?" he growled, slowly looking up into the eyes of the terrified man who flinched under his gaze. One tentacle suddenly snapped out, clenching the man around the neck, and threw him across the room, his body slamming into the curtained window. Glass shattered as he fell to the floor with a muffled scream. The man tried his best to scoot further away from the arm, which was watching him. He was whimpering now, touching the back of his head and staring in horror at the blood on his fingers. Otto's face had lost all emotion as he stared down at him.

"Please, please don't…I have a wife…" he blubbered. In a flash of silver, one of the metal arms shot out and grabbed his head, slowly crushing his skull, silencing his screams. Blood ran down the arm and dripped on the floor. The tentacle held the man against the wall a moment longer, then let him slump to the floor. Otto turned his head away from the corpse, staring at the crimson mess spreading across the tile floor until his eyes glazed over. Slowly he clambered out of the room, still feeling disoriented and sick.

Every twisting motion of the arms sent pain up and down his back, and he ground his teeth against it. 

He made his way down the hall of the deserted hospital wing built into the laboratory. He stopped when he came to the billboard posting news articles and topics of interest. There was a front page of a newspaper pinned on the corkboard. Otto leaned forward to examine it. The top-most two arms also peered at the photograph. He was beginning to see a little clearer now. 

It was Spiderman. 

The teenage boy who had acquired amazing powers when bitten by one of the test tube spiders in the chemlab. It was kept under wraps and only a select few had been partial to the confidential information on the situation – the last thing Oscorp wanted was the news crawling all over his manufacturing plants and chemical warehouses. Everything from DNA samples to what kind of shampoo this kid used was put under lock and key. Osbourne himself had demanded his team find a way to duplicate the effects, but they hadn't been successful. In fact…that was what he had been working on when the explosion occurred.

Spiderman. 

He reached out and touched the photo of Spiderman, who was captured mid-swing over a street in the lower city. With one swift motion, he ripped the page from the wall and crumbled it in his fist.

"_Spiderman_. He was a victim too. But look at this. _He_ has a secret identity. No one knows what he really is. Myself, however. You can't hide something like this, can you?" One claw snapped shut as if to prove a point. Otto started to laugh but stopped as he felt the dull throbbing pain intensify. He gripped the belt around his abdomen and hunched over, ready to become sick again. "No. No, I'm afraid you can't really hide this. Not like Spiderman. No one knows what he is. He doesn't have to worry about that, does he?"

Otto carried himself down the hall, leaving prints wherever the claws touched down on the tile floor. He continued to mutter to himself until he was out of the building, looking first to the parking lot, then out towards the lights of the city glittering in the earliest light of dawn. 

"I know who you are, though. I _remember_ you, boy..." 

Otto started towards the city, moving slowly at first, tentatively carrying himself on the tentacles before swiftly moving across streets and quiet alleyways before finally scaling buildings and going from rooftop to rooftop. The pain was still there, but fading now. It was a strange feeling. Every time one of the arms landed a foothold, he felt more aware of every sensation and movement. He pushed his sunglasses further up his nose. 

"Fascinating…" he murmured, a strange smile curling his lips.


	3. Chapter Three

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I won't pretend that I had any sort of cohesive plan in my earliest days - there was much to learn, and it was unfortunate I proceeded as recklessly as I did. At the time I could not connect who was at fault with who should be "punished" – I suppose you could say the most primal instinct of survival and the feeble, pathetic need for revenge overpowered rational thought. 

It would not take me very long to set my priorities straight. 

Julia was sitting in morning traffic when she heard the screams from somewhere behind her. She didn't think anything of it. It was the city, after all. She reached over and locked her door as someone ran by in the middle of the road, between the gridlock traffic. Startled, she turned to look. Another person ran by, crying. And then another. Curious, she got out of the car and looked down the busy road. People were leaving their cars and running past her now faster, screaming and covering their heads, frantically casting glances behind them as they went. Then she heard a terrible explosion that sounded like shattering glass and twisting metal. Then she saw it. Something was moving around further down the street, throwing cars. 

Throwing _cars_.

__

What the hell? She stood bewildered. 

The thing reached with a long, silvery tentacle and wrapped itself around another car, crushing it as easily as one crushes a soda can. It lifted the vehicle high into the air and tossed it effortlessly. She watched it in amazement and then screeched, ducking, as it flew over her car and landed some four cars ahead of her, the sound of busting glass and screeching metal frames forcing her to cover her ears. She squinted at the figure as it moved closer, her heart hammering in her chest. Her mouth fell open. It couldn't be. It was impossible. Dr. Octavius was at the center of the jumble of metal arms, hovering some thirty feet above the ground. She recognized his dark green trench coat flapping in the breeze. She squinted up at him through the bright morning sun.

"Oh my God," she stammered, not believing what she was seeing. He was using the arms like some kind of strange walking contraption, using two of them to snatch up cars and toss them like they were toys. What was he _doing_? Slowly she started to walk away from her car, then broke into a run. 

"Doctor! Doctor Octavius? What are you doing? Stop!" she began yelling as she got nearer to him. It wasn't until she was about half way to him that he finally looked down at her. She couldn't see his face that well being so far away, but she saw him stiffen, pausing for a moment as two of the arms clamped onto the side of a building. She kept running, waving her arms, but suddenly a blur of red and blue swung overhead, distracting her. She stopped by a traffic light and tried to follow the movement. It was Spiderman. He reached the doctor and grabbed him in the brief moment he had stopped moving, shoving him back into the building he had clamped onto. Julia's hands flew to cover her mouth.

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Oh my God…

__________________________________________

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Who is this_ guy_? Peter thought as he kicked Otto in the chest, shoving him back against the wall of the bank building. _He's definitely not one of my regulars_. 

Suddenly, one of the metal arms wound around his left leg and whipped him around, forcing him to let go of his web line. He felt an explosion of pain as he was flung into the wall and dropped, but he managed to shoot a web before landing on the concrete some thirty feet below. 

"Hey! Watch it, man! I just got this costume cleaned!" he quipped nervously over his shoulder. That blow had really _hurt_. He had seen what damage those metal looking arm things could do – the street was strewn with crushed cars. But he hadn't expected it to be so _fast_. Another arm swung out of nowhere and narrowly missed Peter's head as he ducked, his Spider sense screaming inside his head, but the next one grabbed him around his torso and threw him against the wall again, this time holding him there. He clawed at the arm, his mind racing as he scrambled to free himself. The man at the other end of the arm slowly brought himself closer to Peter and stopped, as if examining him, his arms folded behind him.

"_Ah_. Spiderman. I've been waiting for you to arrive," he finally spoke. Peter was taken aback. He hadn't expected such a soft and unobtrusive voice. As a flurry of disconnected thoughts and emotion hurtled through his mind, Peter thought he saw glimpses of this guy's face before. Where?! 

__

Think, man…think…He was drawing a blank.

"I don't want to be the _rude_ one, here, man, but who are you?" Peter finally said, trying to keep himself calm. He'd been in worse scrapes before. He was always unsure of a new bad guy and what they were capable of doing. Peter quickly tried to assess what he was up against. The man had some scarring around his eyes; he could see that even under the sunglasses he wore. He saw under his coat the mangled flesh that bubbled up against a strange metal belt that wound around his torso. What the…?

__

Okay. This guy probably has some anger management issues. Great. The arm tightened its grip. He winced.

"My name is Otto Octavius. I work at Oscorp as the head of the Chemlab. Does that sound at all familiar?" he asked, coming closer still. Peter felt the blood drain from his face. 

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Octavius. 

Now he remembered. 

He was one of the head chemists he had met when his class had taken that field trip. The day he had been bitten. Oh man. What was going on here? What had happened? He sure as hell didn't remember the doctor having four extra arms!

"Um, yeah. Sure. I remember you. We shook hands. I thought your work was…brilliant." 

Peter was reaching for anything to say to distract the man, but he wasn't lying about it. He really _was_ fascinated by his research. It didn't seem to matter to the doctor, though. He reached out and pressed a black-gloved finger into Peter's chest. Peter glanced down. He was pressing his spider emblem.

"Pretty cool, huh? I made that myself," Peter joked. Dr. Octavius recoiled quickly and glared at Peter. 

"You and I are somewhat related, boy. Bound by science and circumstance," he said, still staring at Peter. Below him, cop sirens were growing louder as ambulances and police were arriving on the scene. There was all sorts of shouting and hollering below. He tried to ignore it. Octavius wasn't making any sense.

__

Related? Because we're both nerds?

Peter wasn't sure what the man had in mind – was he just planning on having a little chat? He didn't seem interested in throwing any more cars around, at the very least. But tell that to his aching ribs. Peter reviewed his options silently. He didn't have a whole lot.

"We're both victims of a corporation that only exists to make that ever influential dollar. But you…you are a special case, aren't you, Parker?" he continued, finally smiling. 

It was eerie enough to see an obviously unstable man smile at you like that. But when he referred to you by _name…_

Peter broke into a cold sweat. 

How did he know his _name_? 

Oh no. He…he had asked Peter his name on that trip. The class trip. To Oscorp. He had asked him what he was interested in. They had even talked about Peter's chemistry experiments he had been working on at the time. _Oh my God_. He thought no one knew. No one, not even Aunt May. Peter wriggled in the grip of the tentacle, trying desperately to say something, anything, to get out of this situation. 

"Hey…look, Doctor…uhm… Octopus? Mind if I call you that? Or how about just Doc Ock? Nice and easy to remember with the extra arms and all? I'm pretty sure we can settle whatever is between us over a pizza downtown. I'll even buy," Peter stammered. 

Doctor Octavius looked repulsed. The arm encircling Peter's torso tightened threateningly. Peter held back a cry of pain. 

"If I were _you_, boy, I'd learn to keep my witty comments to myself." 

Peter, for once, had nothing to say. He'd obviously hit a nerve with that last remark. 

It was getting harder and harder to breathe.

"I'm afraid nothing short of you revealing your identity to these people will satisfy me," Otto said, gesturing to the crowds of people standing below, "these very same people that you risk your neck for day in and day out, and who repay you by bashing your name repeatedly in the news." His words were bitter with resentment. 

"People who ignore you, fear you, even, and yet beg for your help when they're in trouble. They're pathetic, aren't they?"

Peter felt the hairs on his neck stand on end. 

"I can't do that. I can't let anyone know who I am! I…it would be trouble for my family. My friends. Don't you see that? It would ruin everything!" he said, writhing in the painful grip of the arm. The doctor suddenly jumped forward, smashing his fists into the brick on either side of Peter's head. Peter stiffened as Dr. Octavius got in his face.

"_Really_ now?! Ruin _your_ life, would it!? You think _I_ don't know what that is? I had a life before this too! I wasn't this mechanical _FREAK _of nature! I wasn't the sideshow circus act!" he snapped angrily, his teeth bared like some kind of feral animal. 

Peter was getting vivid flashes of Norman wearing the Goblin suit…leering at him and laughing maniacally. Norman was crazy. Insanity, Peter could manage. It was ruthless, but it was also thoughtless, and still, Peter could manage. 

Octavius, however. 

He felt nothing like the savage madness of the Green Goblin. He felt cold and acute, collected, even. Otto continued after a bit, his snarling face composed once again to a stony frown that curled the corners of his mouth into an ugly grimace.

"I'm evening out the playing field, Peter, and you're going to play by _my_ rules. You're going to remove that mask and show _everyone_ what you are." Peter was breathing hard against his mask. He was serious! Peter was thinking furiously for anything to say. 

"And if I don't?" he asked lamely. There was a pause. Doc Ock smiled again, the sneer suddenly gone from his face.

"I'll do it for you. Either way, I'm going to kill you." 

Peter nodded. Well. That certainly gave him a multitude of options. Either take off your mask yourself, or I'll do it for you. Why even give him the choice? Why not just tear off his mask right now? Hell, why not just KILL him right now? He could easily do it! Peter knew why. It was one of the reasons the Green Goblin tormented him so much.

It would be too easy. He was looking for a challenge. _Everyone always wants a piece of me. _Peter clenched his teeth resolutely. 

"Well as long as we're clear on _that_ then," he said, and with a snap of his wrist he reached back and shot a splattering of webbing onto Doc's face, covering his glasses. Yanking back, he ripped the shades from his face and flung them down onto the crowd below as the hollering and yelling from below increased in volume. The tentacle slackened a bit in surprise as Otto recoiled violently, his hands flying to his face, yelling, more in surprise than anything else, and Peter jumped free. His ribs were on fire, but he swung away as quickly as he could.

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My eyes! I can't see! Otto screamed internally, keeping his hands clamped over his face, horror-struck at the intense pain that had felt like his eyes had been ripped from their sockets. A rush of other sensory perceptions flooded his senses as he reached out, grabbling the wall with the tentacles. _I can't SEE!_

Spiderman was more than halfway across town by the time he even allowed himself to take a deep breath.

__

This guy is serious! He's totally going to kill me! He has no other reason for being such a jerk! This is crazy. I don't know what I'm going to do. First the Green Goblin, now this. I can't handle it! Peter's mind was racing. He had no idea what he was going to do.

"_I've got to get home and regroup,_" he thought as he raced through the city towards his neighborhood. His mouth was dry and sour tasting. He knew, after a moment, that it was fear he tasted. He hadn't felt this way since dealing with the Green Goblin…and he remembered how terrible an ordeal that had been.

Come on, man, get it together. Think! Peter could not think. Sweat bled through his mask. He could only hope that he would find a way to survive what he was sure would be an absolute tornado of trials to come…


	4. Chapter Four

Otto was plastered against the wall of the bank building, still blinded by the intensely bright light of the morning sun. News crews were fighting the police to get a good shot of the scene while the screaming and hollering increased. They'd never seen Spiderman swing away from a criminal like that. Otto tried desperately to open his eyes, shielding them from the intense morning sun as he looked down. Hazy images of gray were moving about below. It was like watching a negative of a film. 

Policemen were yelling at him to come down slowly and keep his hands where they could see them. Otto had to smirk. His hands were the least of their problems. They continued to shout orders as they waved their guns in the air, doing their best to take control of the situation. Julia was screaming for him to come down as a policeman held her back from the group of police cars circling the bank. Unexpected, an image of his mother flashed through his mind, and he flattened himself against the building, surprised to think of her after so long. The cop was holding Julia and shaking her now. 

Holding her back. Otto sucked in a sharp breath, realizing what it was he was seeing.

__

There she was, trembling in his father's grip. He backhanded her across the face. His mother fell, crying out in pain as she covered her busted lip, but he grabbed her arm again and hoisted her up, slamming her repeatedly into the wall as he yelled incomprehensibly about something. Otto stood in the doorway to the kitchen, shaking. He said something. 

Otto shut his eyes again, welcoming the darkness. The vision stayed. The sirens turned into screams_. _

It was his mother. He heard his mother screaming for him to leave her boy alone. Leave him alone! His father towered over him, his entire face enveloped in a twisted snarl. Otto recoiled, backing away as the stench of alcohol overloaded his senses. It burned his eyes, his nose. 

__

"What was that, you useless little shit? What did you say to me!?" he snapped, shoving his son back. Otto tripped over his own feet and scurried into the wall on his back, his throat closing in on him in fear. 

__

"I didn't say anything! I didn't say anything! I swear!" he yelped. His father hefted him into the air with both fists.

__

"You fat little bastard_! Don't you lie to me! I heard you! Don't you TELL ME what to do! I swear to God, Otto, I swear to God if I ever hear you tell me what to do AGAIN, I'll beat you bloody! Do you hear me?! I'll beat you till you can't SEE straight!!!" he roared, throwing the young boy down again. His mother was screaming again. Otto lay still, afraid to move, crumbled against the old family room couch. The screams continued. Sharp sounds of shattering glass exploded from the kitchen as his father threw an empty bottle into a wall. _

__

Stay away from me. More screaming. Leave her alone. Leave me alone. More shattering glass. 

STAY AWAY FROM ME!

Otto flinched and opened his eyes as something zipped by his head and exploded into the brick beside him. Immediately sorry he'd opened his eyes, the blinding shock of the intense light stabbing at him again, he squinted down at the crowd. It wasn't shattering glass anymore. Bullets. He looked down, still disoriented. They were shooting at him! His body was numb for a moment, and he screamed in his mind to move. His legs and arms did not respond. Fear raised the hair on the back of his neck. Another few bullets exploded against the bricks beside him.

__

MOVE!

The tentacles finally reacted when his body did not, violently heaving him up the building side and racing for the roof. The screaming and hollering continued, but this time it was from the crowds below. 

Dodging the gunfire that shattered the bricks around him, he fled across the rooftop, half-blind, carrying himself on the tentacles and feeling as if his body had been drained of life.

__

Stay away from me. Don't touch me! Leave me alone! 

Moving faster than he ever had, he raced across the city. Where was he going to go from here? Peter was nowhere in sight. Probably was doing the same thing he was. Running and trying to think of what he was going to do next. It didn't matter. He would eventually have to come back. 

Feeling sick and exhausted, he ran across the buildings until he found himself standing weakly atop his own apartment complex in the upper city. As quietly as he could he climbed down the side of the building and forced open one of his windows. As he slipped inside, he thought that maybe it was a bad idea to return here. Would the police look here? He doubted it. Oscorp would do anything to cover up a mistake. They wouldn't involve the police. Not yet. 

Otto sank to his knees on the floor of the living room, staring out at the relative darkness of the room. His entire body was trembling with the stress of carrying and moving the arms. They wavered silently around him, a constant reminder that everything that he once was known for…was gone. 

Everything he had worked for to make something out of himself. 

__

Did it matter? Did it make your day? Made your mom real proud, didn't it? 

Stay away from me. His stomach churned again and he leaned forward, sweat beading along his forehead. 

The scientist in him knew that repressed memories could be dredged up from the darkest depths of the mind when a person was subject to extreme trauma. Remembering these things now…when he was least prepared for them…it was tearing him to pieces. He squeezed his eyes shut and brought his hands up to his head, pressing in on his temples and letting out a long hiss of breath. 

And _what_ was that _infernal_ SOUND? He could hear it in the very back of his mind, something like quiet static on a television and at the same time, like the deafening silence of an empty room. 

Voices, but indiscernible. Whisperings. Otto groaned in agony. The arms clamped onto the sparse furniture around him and stiffened, holding him up. The pain of the burns had dulled, but another more excruciating pain had taken over. Like a needle was weaving in and out of his spine. Like he was being sewn up from the inside.

__

Voices.

Otto cringed; clasping his head tightly between his hands. 

Whispering voices.

"Oh God…stay away from me," he moaned, shutting his eyes again. The arms beside him thrashed wildly, frantically, as if they were anticipating something. Otto wiped his hands down his face and leaned against the couch.

"I'm…I'm losing my mind," he whispered, his parched throat seizing on him. _Thirsty_. Without another thought, he saw one of the arms whip across the room and into the adjacent kitchen, where it ripped open the refrigerator door violently. It snatched a bottle of water from the shelving and recoiled back into the living room, holding the bottle in front of Otto. Astonished, he could only stare at it. The claws were crushing the bottle. 

A reflex. A thought.

__

Don't crush the bottle. 

The claw loosened its grip. Otto blinked. He slowly took the bottle from the claw. 

His amazement came not from the response of the claw, but the _speed_ at which it responded. There was no delay from synapse to reaction now. It was as fast as one would snap their hand back from searing heat. 

__

Reflexes. 

Otto sat against the couch for a while, all the while staring at nothing, unblinking, unfeeling.

Something clinked in front of him. He looked up_. _

His father was staring at him.

"All you ever do is mope around this goddamn house and I'm sick of it. I work my fingers to the bone everyday for you two, and look at what I get in return," he father slurred. "A son who won't stick up for himself and a wife who won't do anything about it." There was a quiet clinking sound as his mother set her glass down on the table, keeping her eyes on the plate in front of her.

"You're hopeless," he said, pointing a finger at Otto, who sat across the table, staring at his empty plate. "Sitting around all day, crammed up in your room reading those goddamned books. Never do anything else. You're a real freak of nature, you know that? Can't even count how many times you've gotten the snot beat out of you at school. Didn't I tell you, boy? Didn't I tell you to swing back? Be a man and fight back?" he said, slumping lower in the chair and taking a long swig from the bottle. His mother cleared her throat. Otto kept his eyes trained on his plate, silent and unmoving.

"Otto is going to make something of himself one day, you'll see that. He's so smart. You should see what he can do," she said quietly. His father slowly turned his head to look at her. His expression reflected one of complete astonishment.

"Oh. Is that so? I'd pay to see that." He shifted his gaze to the boy at the end of the table.

"You gonna make something of yourself, huh? That it? Well, the only thing you'll ever be good for, kid, is for the world to shit on. You hear me? You hear me boy? That's life. Get used to it. I sure as hell did." He leaned back in the chair and laughed, dropping the bottle to the floor. Otto didn't dare move, moving only his eyes to follow the bottle across the floor where it stopped against the cabinets. Amber liquid sloshed from the mouth of the bottle, rapidly pooling in the corner. He slowly shifted his gaze to his father, who had passed out at the table. Again. His mother didn't move either, but she looked at him. 

She smiled. "Don't you worry about any of what he said, baby. Don't you worry about those sour grapes, alright?" she said quietly, her voice barely a whisper. Otto tried to smile back. 

But he couldn't.

He sat up abruptly, cold water dribbling from the bottle onto his bare chest. Suddenly angry, he threw the bottle across the room. It thunked dully against the wall and landed on the floor, water spilling across the tile of the kitchen. "QUIET!" he yelled, his own voice sounding foreign to him. He had been fine with his life! He had been FINE! 

__

Liar. You're lying. Even now you're lying. You've never been happy with this life, because what you've always wanted you've never achieved. It was always someone else walking away in the spotlight, wasn't it? It was always the other guy who so easily took what you had pined after for so long.

QUIET! Otto gripped his head in his hands once again, clenching his jaw until it ached.

__

Force it down. Force all of it down. Lock it away. Your mother. Your father. That son of a bitch who called himself your father. 

Lock it away.

He hoisted himself from the floor and wandered through his apartment, finally collapsing on his bed, lying there until the sky had turned orange. He wanted desperately for the whispering to stop. It didn't though, and he eventually he fell into a fitful sleep. 

He saw himself wandering down a street, but he could not see well. People were pointing and staring at him. He was younger, perhaps in his early teens. Someone threw a bottle. It cracked across the back of his head and he cried out in pain. Something cold ran down his back along with the sharp sting of needles weaving in and out of his spine. He saw the tentacles everywhere at once, whipping around his body and shoving people around him. Something else hit him in the chest. Another bottle flew past his face. People were all around him now, yanking and tugging on him. 

"Your one of those mutants! One of those freaks, aren't you?!"

"You don't belong here! Get him! Rip those things off! Rip 'em off!!!"

"Get him! GET HIM!"

Then he was floating over the crowd, watching everything unfold from above. He saw himself being attacked from all sides, the tentacles still disappearing and reappearing among the crowd as they caved in on him. Suddenly a long, thin crack appeared, running down his face and through his torso. 

He watched in horror as the crack split, expanding into a thousand veins across his body before finally shattering. Pieces of the hollow shell that had been his body were flung out into the crowd. But the arms were still writhing, still flailing around in the mess of people. He saw someone being crushed in a tentacle's grasp. A man fell to the street, his head crushed in. Screaming filled the air as more people dropped, crushed and bloodied to the pavement. Blood ran everywhere. He could smell it. Acrid and bitter. 

There was a sudden bout of knocking on the door in the opposite room.

Otto awoke with a gasp, the arms already pushing him from the bed as they wildly thrashed around the room, smashing into a lamp and a picture. They fell to the hardwood floor and shattered.

Panting, jerked from his disturbing dream, Otto wiped the back of his neck just above the spine and grappled at the night table where he found his sunglasses. Even in the late afternoon sun his eyes still burned. There was another knock on the door from the living room. He suspected that it was possible Osbourne had sent henchmen after him to drag him back to the lab. To be tested and x rayed and examined. To be put under the microscope and analyzed. 

The clawed pinchers flexed open and shut with sharp snapping sounds. They'd never get within ten _feet_ of him. 

He slowly carried himself into living space of the apartment, moving about in the darkness. The screaming was still echoing in his head, the blood still ran. Otto shut his eyes.

__

I'm going crazy…

Another knock on the door. Otto opened his eyes and unwillingly crossed the room. Tossing the green trench coat he had been wearing onto a chair near the door, he peered through the eyehole and sucked in a sharp breath as he saw who was standing there. 


	5. Chapter Five

It was Julia. 

She had come to his apartment. He didn't know how she had found him. Maybe she'd looked him up through the company records. It didn't much matter now. She was _here_. He considered ignoring her, but she knocked again. He couldn't leave her standing out there. He had a feeling she wouldn't leave anyway.

His hand hovered over the doorknob, hesitant, but he finally unlocked the door and opened it slightly. Turning, he made his way back into the living room where he stood in front of the soft light coming through the blinds covering the windows. The setting sun had turned the light red and orange through the slatted blinds, framing him against the blackness of the room. He saw the door swing open gingerly and she appeared, silhouetted in light. His breath caught in his throat. Behind him, he felt the arms flexing casually, and two of them appeared to be watching her, over his shoulders. Otto swallowed as the other two focused on her as well. 

Whispering voices again. Otto ground his teeth, trying to ignore them. The more he tried to drown them out, the louder they became.

Julia looked around the room hesitantly. Why was it so dark in here? She suddenly felt panicky. Maybe it was wrong of her to come. She could see glints of light reflecting off something further inside the room.  


"Otto? I don't want to intrude. I…I just wanted to talk to you. It's just me. I didn't…I didn't tell the police anything," she said, the words tripping over themselves to get out. She stepped inside the room, opening the door wider to let in more light.

"Shut the door," he said bluntly. She heard the gruffness in his voice and pushed the door shut quickly. 

"I can't see anything," she stammered. "Can I turn on a light?" She shuffled farther into the room, keeping her arms held slightly in front of her.

"Your eyes will adjust. Why did you come here?" he said. She came closer. Her eyes did adjust after a while. Everything was silhouetted in the setting sun coming from the windows in what looked like the kitchen. She could not see his face clearly, but she could see the arms shifting silently behind his back as if they were restless. She noticed all of the claws were open, and were eerily pointed in her direction. 

"I told you. I wanted to talk to you. Why are you still wearing the arms? What were you doing out on the street today? I saw you with Spiderman. What were you talking about?" she asked in a flurry of words, wringing her hands together. There was awkward silence. 

"Something happened at the lab last night. After you left. There was …… an accident." Julia came closer still, ignoring the disturbing tone in his voice. He said no more, but he wouldn't look at her. Julia reached out to touch his arm but she recoiled as a tentacle shot through the darkness and blocked her. It wasn't violent, but she was shocked at how fast it had reacted. The claw twisted around and spread its pinchers wide. She backed away from it and swallowed.

"You don't understand – I can't answer any of your questions. Leave my apartment," he said, moving up the step to the kitchen area in front of the large wall length windows. 

"No, Otto. _You_ don't understand. It took a lot…a _lot_ for me to come here and see you. I…don't usually do that. Especially with...." she trailed, unsure of what she was trying to say. "Why won't you let me see you? What happened? What, were you, burned or something? I can't understand why – " she said, aggravated with his strange behavior.

Suddenly he exploded, startling her enough to back away.

"_What_ do you _WANT_ from me?! Do you _really_ want to see this thing that I've _become_?! Is that what you _WANT_?!" he snapped viciously, slamming his fist onto the counter beside him. One of the arms snapped its claws shut with a sharp clack. Julia shook her head, tears running down her face. What had happened to the quiet, gentle man she had talked to only yesterday? 

"I just wanted to help you," she started, but abruptly stopped as a flash of silver shot over to the window. A claw snatched the blinds and tore them from the frame violently, letting in the red and orange light of the setting sun as they clattered in a heap to the floor. Julia stood shaking, her hands still covering her mouth.

"Now you see what I am," he hissed. Julia had no words, her eyes flicking from the scars that lay like jagged bolts from under his sunglasses to his heaving chest, where pinkish scars encircled his torso above the metal belt. Each of the arms had coiled in large arcs around his body, all of the claws focused on her now.

"Oh my God – how…how is that possible?!" she cried, staring at the painful looking tattered flesh below his chest. He clenched the edge of the counter and glared down at her coldly.

"Leave. Get out."

The words were bitter. Julia looked towards the door of the apartment and tried to calm down before turning back towards him. When she turned back, she saw him staring down at the counter. The muscles in his jaw were working furiously. Otto kept his gaze centered on the counter before him as she moved up the stairs, slowly walking to his side. At first she simply stared at the foreign metal spine that ran down the center of his back and connected to the belt at the waist. But her gaze drifted up his figure to his shoulders and then his face, partially covered in shadow. 

She laid her hand on his and felt his grip on the counter loosen. Two of the claws had shifted, still watching her, while the other two arced loosely at his sides.

He hesitantly turned to face her. "I didn't come here to hurt you," she said. For a moment he studied her tear-stained face, then he turned his gaze away. 

__

Whispering voices. 

The room was silent except for their breathing now. She lifted her hands and slowly laid them on the sides of his face and made him look at her. His entire body tensed against her touch, but he didn't fight her as she let her fingers drift lightly over his cheeks, over his fresh scars, and down his neck, her caressing touch foreign…but permitted. 

"Scars don't scare me," she finally whispered. Otto found it difficult to breathe. What was she doing? Why was she _doing_ this? When her splayed fingers reached his abdomen, he grabbed her hands roughly and she looked up, her eyes glistening. 

"These scars scare even me," he said bitterly. Julia swallowed, looking at the clenched claws that hung loosely around him and then to Otto's despairing face.

"Please. Leave me," he whispered, his voice cracking again. 

"I can't imagine what you must be feeling right now. But please. Don't shut me out," she whispered, realizing she was pressing up against him now. She could feel his heart racing, much like her own. 

"You can't possibly understand," he said after a moment, backing away from her. "You'll never…never know…" he stuttered, falling back against the counter near the windows, pressing his hands against his temples once again. The arms reached out and clamped onto the shelves and counters, slowly crushing them. Wood splintered and dropped from the cracking cabinets as they tightened their grip. Julia backed away.

__

Voices. _Stop. Please stop. _

A deep, guttural moan escaped Otto as he slowly slid down the wall, his back to the windows. The arms flexed, scraping against the glass with a high-pitched screech as he sank down to the floor. Julia stood at the base of the steps now, unsure of what to do. She couldn't leave him like this. Her heart thundered in her chest and she fought the terrible fear that sat in the pit of her stomach.

"Otto…please, talk to me," she whispered, sinking to her knees on the stairs. The claws at the ends of the arms rotated and flickered slightly in different directions. Otto lifted his hands from his face, his eyes trained on her. He stared at her for a long while before finally speaking.

"I've got metal arms welded into the base of my spine, Julia. I can feel everything they do. I can feel all the twisting and pulling on my body each time they move. I can control what they do down to the exact _millisecond_ the thought pops into my mind," he said slowly and deliberately, as if explaining to a child, carefully standing again against the window. Metal scraped glass again. Julia winced at the sound and pressed herself back against the wall, holding her knees closer to her chest. 

"I can _hear_ them now. I can hear the goddamned things like they're _alive. _A steady hissing of unrelenting, mechanical speech. It's like an extra part of my conscience that I can't turn off. I can't escape it." 

"You're still the man you were," Julia started, but bit her lip as Otto's gaze turned into a dark glare.

"After what has happened to me? After today's little stunt? You really, seriously believe I can just take a stroll into town without being on the receiving end of the public's scorn? Jesus, Julia! They were _shooting_ at me!" he said scornfully, gesturing out the window to the darkening streets of the city. "I really shouldn't be surprised that it has come to this. I've been under scrutiny since I was a child. I was the one singled out. I was the one who never fit in. I was the one who was better off alone. You really think things have _improved!?_" Otto was walking across the kitchen now, all four arms wavering around him and flexing menacingly. Julia started to stand up, suddenly fearing him and what he could do. He wouldn't hurt her, would he? 

"Despite all I've done in my life, its never enough, is it? I'm tired of always giving and never receiving. Always being picked apart and questioned, always under-appreciated by hordes of people who are significantly inferior to myself_." _ Otto stopped a foot in front of her. Julia suspected Otto was rambling now, a senseless torrent of raw emotion, but she said nothing.

"I cannot go back to that life," he said with a sense of finality. Julia looked into his dark eyes, holding his stare for a moment before she did moved, putting her hand on the back of his neck. Pressing her fingertips into the metal tip of the tentacle's spine, she pulled him forward; surprised he had not reacted to stop her. The tentacles reacted, though, and two grabbed at her other arm, a reflex of surprise, but they did not clamp down. Otto let out his breath. 

Julia was holding him. 

"Please. Let me be there with you. I want to help you," she said, still holding him in that unblinking stare. Otto slowly wrapped his arms around her, holding her against him, feeling as though he was somehow indulging in something forbidden. It was quiet as they stood together in the darkness. He took comfort in her presence, the pain and the voices suddenly less intense. The feel of her body so close to his was…invigorating. It was a feeling he had not experienced in a very long time. She was offering him acceptance. How many times had he encountered such a thing? Once. Only once. She had put her head against his chest now. He swallowed again. 

Acceptance?

Or pity?

Otto stiffened at the thought. _Pity_. He didn't want anyone's pity. In fact, it was he who should pity everyone else, simply for being happy with being ignorant. For not being aware of just how _inferior_ they were. 

__

Keep your pity. 

"I'm here for you," Julia said again, startling him back to the present. Otto said nothing as he slowly released her. She very well may be offering him acceptance – but he knew how that would end. 

__

Keep it. 

She stepped back, suddenly looking very embarrassed. 

Why did I do that? I probably…scared him away…why did I DO that? 

"Will you be okay, tonight? Can I bring you anything?" she said, tugging at the end of her shirt as she edged for the door.

"No. I'll be fine. Go home." She nodded and turned away. He watched her leave, listening to the door click shut behind her. He stood alone in the dark, gazing at the cityscape outside the windows across the room with his hands folded behind him. 

__

Don't you worry about those sour grapes, honey. Lock it all away. Lock it away forever.

"I'll be fine," he said aloud to no one. 

__

I'll be fine. Better than fine. I've finally realized my own potential. I'm afraid that's bad news for everyone else, though. 

A smile curled his lips as one of the arms reached to the table beside the door, wrenching open the drawer and snapping up a box of cigars. A gift from Oscorp the day he had been named head of the Chemlab department. Without moving a muscle, he clipped the end of one cigar and struck a match, setting the box back into the drawer. A fragrant cloud of smoke trailed behind him as he carried himself to the kitchen.

__

I'm no longer bound to the laws of the weak human condition. I'm over and beyond that now. The tentacle tapped the cigar once and then stuck it between his teeth. _They won't be ready for me_.

He smirked to himself at the ludicrous nickname those halfwits back at Oscorp had given him. The name which he had loathed only days ago. _Doctor Octopus_. 

Let them call him whatever they wished. Tendrils of smoke curled around his head and dissipated as they reached the tentacles gently wavering in the air above him. 

He chuckled. After all… what is in a name? 


	6. Chapter Six

__

Even now I still question what possesses me to leave the ignorant pest alive. I find Spiderman's constant intervention infuriating, but for whatever reason, I have not yet crushed him out of existence. Perhaps it is the knowledge that beneath that ridiculous get-up there is a somewhat intelligent being with the potential to actually learn something. Or maybe it is the inescapable, universal truth that there must be some semblance of balance in my life, and it is Spiderman who provides this balance? 

Thankfully I have turned my attention to other, more important matters concerning personal projects of mine, but at the time, my aggravation with the wall crawler was so severe it wandered to the point of obsession…

Otto climbed over a tall air conditioning unit of the next store roof, rapidly advancing towards the inner city, his goal the city town forum, near the old clock tower and civic hall. The perfect place to hang Spiderman out for all to see. It was early in the morning; last night's epiphany had filled him with such energy he had not even waited for the sun to rise. 

He was moving quickly now, pulling himself up the sides of huge building complexes as easily as if he were walking along the sidewalk. He had nearly made it to the top of the building when he saw Spiderman jumping from the opposite side of the street to meet him. Otto made it first and clambered up on top of an air conditioning unit, digging two claws deep into the machine. Spiderman leapt effortlessly onto the roof below the unit and waved. 

"Doc Ock! What a nice surprise! I was hoping we could chat again!" he said cheerily, as if he were meeting an old friend again. The topmost arms flexed around Otto, the clawed ends rotating and focusing on the costumed teenager.

"Precisely why I've ventured out on this fine day, Peter. I think we have unfinished business to tend to," Otto said evenly, gesturing with his arms. Spiderman shifted slightly and scratched his head.

"It sure would help if you could clear up a few things, Doc. I was wondering, uh…why was it you wanted to rip me apart again?" 

"I have many reasons, none of which I need to explain to you," he said coolly. 

"Alright then, I'll just use my brilliant mind to form a hypothesis and then a conclusion based on yesterday's evidence," he said, pressing his fingers to his temples and then gesturing to Otto's unpleasant expression.

"You liked that, huh? That scientific terminology? I figured you would. Okay. Lets see…you're a mad scientist who super-glued metal arms to your gut in the hopes that you'd win the next Halloween office party contest, right? And you're ticked because someone else had a better costume, right?" Otto cocked an eyebrow, looking rather disgusted.

"That's not amusing," he said, unhooking the tentacles that had been clamped onto the unit beneath him and stepping to the edge of the unit. Spiderman shook out his hands and then shrugged.

"I know. It's not my best material. I promise to come up with something better later on, okay? But seriously, it seems to me like you just want to run around throwing cars. I'm not sure what you thought I'd do about that. Sit around and wave some pom-poms? Keep score?" Otto finally smiled.

"I think its fair to say that if it hadn't have been for you, I would never have turned into this," he said softly. Spiderman lowered his arms, taking a step forward, suddenly serious.

"I don't see how this," he said, gesturing to the tentacles moving like serpents around Otto's body, "has anything to do with _me_." 

"Trust me when I say it does. You were involved from the very start. You were Osbourne's pet project. I was leading the research on the phenomenon that was you; this…improved state of existence…that was to be replicated again and again," Otto said coldly, "but there was a hidden agenda." Spiderman lifted his head and nodded.

"Isn't there always?"

"Why work on just a single project when you can get _two_ for the price of _one_?" Otto sneered, all four of the arms winding out from around his body. They all swung out for Spiderman, each narrowly missing him as he jumped overhead, flinging out his wrist and splattering webbing across Otto's trench coat and onto the unit. Furious, he ripped himself free and went after Spiderman, using all four tentacles to carry himself down onto the lower level roof, jumping easily away from Spiderman as he tried to kick him off balance.

"It ends today, Parker," Otto snapped, "you're going to reveal your identity to everyone, or I'll do it for you, but either way - you're already _dead_!" Spiderman sat crouched across the roof, looking directly at him, feeling his legs trembling slightly. 

__

He has his heart set on killing me today! Peter wriggled his toes and spread his stance a little wider as he watched Ock's tentacles coiling around each other as they drifted closer. 

He'd just issued the final ultimatum; a signed and sealed death certificate, and he had no doubts that Octavius was dead serious. 

For once, Peter had nothing witty to say in response. 

At least when he was fighting with the Green Goblin, Norman had just taken joy in beating the snot out of him. That and he was absolutely off the wall crazy. He _was_ leaving him alone for the time being, though, possibly to lay low for a while, but he suspected it wasn't over yet. If he had to handle both Norman and Octavius at the same time…he shuddered.

Doc Ock, however, wanted the impossible. His warped sense of logic stemmed from the mind of a brilliant, arrogant man, and that made him extremely dangerous. Peter sighed angrily. He couldn't understand why everyone always pinned their problems on him. Why was everyone on his case all the time? Ock had just said he was going to kill him as if it were just one of the many things on his list of chores to do that day. 

__

Walk the dog. Pick up groceries. Kill Spiderman.

He shook his head.

"I'm sorry, Doc, but I can't do that. We're just going to have to think of something else to do today," he said finally, flipping backwards as another tentacle shot forward and smashed in the roof where he had been squatting. Ock pressed his sunglasses against his nose and flashed him a brief, sadistic smile.

"Alright. Have it _your_ way," he said, the serpentine tentacles spreading out around him in wide arcs. Chunks of the tar roof flew in all directions as he brought the clenched claws down again and again, missing by only a split second as Spiderman dodged each attack. He brought another claw down but swung out at the last second, catching Spiderman off guard and flipping him off the rooftop. Shooting a web up to the buildings across the street, he caught himself mid fall and clung to the wall, crawling up and over onto the roof. He was going to have to fight him. It was inevitable. But how was he going to win? Even if he did manage to land a few hits on the doctor himself, those tentacles were going to rip him apart! 

Peter rolled forward across the roof and doubled back, flipping over Doc Ock again as he landed behind him, all the tentacles stretched wide as he tried to catch him. He weaving his way out of the maze of metal arms as he swung higher up into the skyscrapers of the city, finally landing on the spire of an old building. He caught his breath as he tried to collect his thoughts. Maybe if he could tangle up those arms just long enough to get a few solid hits in…it could work. After a minute or two, Peter began to get uncomfortable, twisting to look behind him. Where was Ock? He was just behind him a minute ago… He darted a few glances around and then craned his neck to look at the streets far below as a car went sailing into a storefront window. Peter stood up on his perch, his Spider-sense blaring in his head as Doc hastily grabbed up another taxi cab, preparing to launch it across the street into another building. 

"Oh man," Peter mumbled to himself, leaping off the spire and swinging down to stand atop a lamppost on the street. "Again with the car tossing! I swear, can't leave you alone for a minute, can I?" he yelled, gesturing at Ock's handiwork crossly.

"Don't run away from me when I'm talking to you, its rude. Didn't your mother ever teach you that?!" Otto snapped, dropping the taxicab onto the street again. The screaming people inside were climbing over each other to get out the cab. Peter groaned. Unless he stayed close enough to Octavius so that he was a target, he was going to mess up downtown to drag Peter back. He couldn't allow him to screw around with helpless people. He tapped his chest.

"Alright. We'll play by your rules, Doc. Have at me," he said, taking a deep breath. 

___________________________________________

Otto watched the people in the taxi run from the slightly crushed car. 

__

Stupid, impudent people. 

He would have been doing them a favor if he had killed them. It was almost startling, how easily such sadistic thoughts cross his mind, but he didn't really allow himself to think about it. He snapped his gaze in Spiderman's direction and growled. He lifted himself up on the arms and swung out to grab Peter, surprised to find that he had already leapt to the next building, trailing a web out that caught on one of the claws. It rotated and flexed, trying to free itself from the web. In a flash, he had done the same to the next arm, encasing the claws in webbing. Otto fumed. 

"You're really beginning to annoy me," he yelled, clenching his hands into fists as he whipped the tentacles around, watching the streak of red and blue fly up between two buildings. Spiderman landed against a wall and then leapt off again, swinging right at Ock.

"Yeah, I tend to have that affect on crazy guys like you," he called back as he flew by, trying but failing to catch up a third claw in webbing. Otto hissed quietly to himself, watching as the web slinger swung by again, this time coordinating the tentacles to match Spidey's speed. As he swung by again, he lifted himself up onto one tentacle and whipped the other three around, catching Peter mid air. The third arm snapped the web he was swinging on while the others heaved him at a glass window front along the street. Shards of glass exploded from the plate window front as he burst through, plowing through the tables set up inside and landing against the wall. The screams of the panicking public were becoming a steady din now as Otto clambered across the street and through the destroyed store front. 

He completely ignored the few people who ran out on either side of him, ducking and screaming for help, gazing down at Spiderman lying pitifully against the wall. His costume was shredded nearly head to foot and there was a deep gash across one shoulder. 

__

Get up, Peter…get up…GET UP! Peter braced himself up on one arm, trembling with the effort. 

Otto stood directly before him and smiled crookedly.

"That one…kinda hurt…Doc," Peter managed to say as he slowly climbed to his feet, moving just a bit too slow to react as another tentacle whipped around and backhanded him across the jaw. 

"HA!" Otto exclaimed victoriously as another tentacle whipped around and smashed Spiderman into the wall. He tried to hold him there but was hit in the face again with webbing as Peter slipped out from his grasp. That webbing…that goddamn webbing was _really_ starting to aggravate him. Peter stumbled away from the arm, his hand clamped around his jaw. He hoped it wasn't broken. 

__

Ow, ow, ow, ow…oh man…that really hurt. His jaw felt like it was hanging onto his skull by a thread. He twisted his head and looked at the gaping wound on his shoulder. Damn it. That was going to leave a scar…

"How's this gonna end, Doc? Huh? Going to keep going at this till we're both dead?" he panted, lifting his mask up to his nose and spitting blood onto the floor of the abandoned diner. Otto turned towards him, still pulling the webs from his face angrily. Peter perked his head up as he saw his chance. He jumped backwards and bounced off the wall towards him, landing a solid roundhouse punch directly into Doc Ock's face. He let out a single howl of pain and staggered backward as two tentacles reacted instinctively and clamped onto the countertop behind him to break his fall. The other two tentacles wavered indecisively around him as Otto stood hunched over, holding his nose and mouth in both gloved hands. He was venomously screaming something indiscernible at Spiderman as blood dribbled between his clenched fingers and splattered on the floor. Spiderman had backed to a safe distance on the wall as the two claws kept their sights on him. One of the claws was still bound with webbing as it tried in vain to flex the pinchers open.

"Tit for tat, Ock, its only fair," Spiderman said, still feeling his jaw. 

Otto finally stood upright, wiping across his face and staring at his stained glove. His nose dribbled with blood and he suspected his teeth had cut into his lower lip. He spat on the floor and chuckled, sweat running down his face. 

"Alright, I'll give you that one," he said as he launched himself forward again, throwing all his weight against Spiderman as they crashed through the building's other glass window and spilled out into the street. Spiderman rolled away from Doc as cars blared their horns and slammed on their brakes.

Otto stood in the center of the street facing oncoming traffic, bracing himself with two tentacles and throwing the other two at the first car which was skidding directly towards him. Peter stood atop the car parked on the side of the street and crouched, ready to shoot another web to try and stop the out of control car when suddenly two silver streaks shot past him for the car. The claws crunched into the bumper and hood, easily flipping the entire thing up and over onto the traffic behind it. The sound of shattering glass and squealing brakes added to the already screaming masses surrounding the two. 

"HEY! OCK! This is between YOU and ME, bub!" Peter yelled furiously. Ock turned back to him and sneered.

"I didn't _say_ I was finished with you, boy," he snapped, twisted his shoulders around as another tentacle snaked around Peter and snapped forward, hitting him directly at the base of his spine. He had enough time to shoot a web upwards and avoided being skewered by another clenched claw, but his lower back was screaming in pain. Peter ground his teeth. He had suffered worse, he tried to tell himself, but he was lying. It was like being hit with an iron girder every time. He sensed the Doc was following him and ducked just in time for the arm to swing by his head. He tucked himself into a roll, bounced off the wall of the building and kicked out, catching Ock in the shoulder. Otto slammed into one of the cars parked along the street and staggered to the side just as Spiderman swung by again and kicked in the door, just missing his intended target. 

Peter winced. _Damn it._ He was causing a lot of damage here. He dropped the web line and shot another one, swinging in low again. Otto turned to meet him, but the arms missed him again as he shot out a web that wrapped around his legs. Spiderman yanked up but found to his dismay he couldn't drag Ock's feet out from under him. Two of the arms had grabbed onto the lamppost and yanked him free, snapping the webs easily. Spiderman landed on top of a car and turned around again to get oriented. Otto was standing in the middle of the street as two free tentacles were hastily plucking the webs from the other two claws. Otto wiped his hand across his bloody nose, his eyes never leaving Spiderman.

Catching his breath for a moment, Peter stood with his hands on his knees and lowered his head. How was he going to finish this? There were people lining the streets now, all of them eager to watch the fight now. The screams of terror had turned into screams of delight as everyone cheered each time something else was destroyed in the struggle. He heard the reassuring sound of cop sirens getting closer, but the relieved feeling faded. They weren't going to be able to stop Doc Ock. It was up to him to restrain the crazed doctor before they got here.

Otto was staring up at Spiderman and didn't see the woman running at him until she had just about plowed into him. The arms wavered uncertainly, not knowing what to do as she threw him off balance and sent him sprawling to the ground. The crowds screamed in delight again. Peter stared in astonishment. What was _wrong_ with all of these people? Didn't they realize people were getting hurt? This wasn't just stuff out of a comic book, for crying out loud!

Julia angrily grabbed the labels of Otto's trench coat and yanked him forward so she could yell directly into his face as she sat straddling his waist. He looked at her in complete shock as the claws scraped the ground in confusion. What in the _hell_ was she doing?!

"Otto for Christ's SAKE! Stop it! What the _hell_ are you doing here?! Have you lost your MIND?!" she yelled, startling herself at how angry and scared she was. The news of the fight had already made it to the radio and it hadn't taken her too long to find these two going at it again. Otto grabbed her hands and pushed her off of him, lifting himself to his feet with the tentacles, but she kept her grip on his coat. Spiderman had perked up, watching the two with great interest. Who _was_ this woman? She was laying it to him! And he wasn't doing anything back! What was going on??? 

"You don't understand this! This is _personal_!" he snapped at her, backing up until he was against the side of a building facing the street. She followed, slamming him roughly against the brick. His mouth was agape as she continued to scream at him. 

"Yes I DO understand! You're pissed at Spiderman because he has something to hide behind, and you don't! Well you know WHAT? You don't have to be afraid of being exposed! You're…you're so intelligent, and look what you're _doing_!" Otto was grinding his teeth, exasperated now. 

One of his metal arms wrapped around her and pulled her off of him, setting her on the ground as he climbed up the side of the building. She hung onto the arm and glared up at him.

"You couldn't possibly comprehend what this is about! Stay out of it!" he yelled back down at her.

"Otto! Otto, stop it! Leave him alone! You don't have to do this!" she cried, stretching her arms out as the tentacle snaked away to help Otto climb. She watched from below, helpless now. She could see the flash of red and blue across the sky as Peter swung up to meet him in what she knew was going to be a terrible fight. She slowly fell to her knees and shut her eyes, clenching herself tightly. She had no idea what to think. She didn't want either of them hurt, but it looked like someone wasn't going to walk away from this fight alive…

_______________________________________________

Otto had barely reached the top of the building when he dodged a kick to the head from above. He hurdled over the ledge of the building and clambered back on the tentacles as Spiderman came at him swinging. He blocked several of them with his tentacles, but one got through and cracked into his forearm, instantly sending a fresh wave of pain through his body. The blow was returned as a tentacle smashed down onto Peter's elbow, forcing him back against a wall.

"So, Ock, who's your lady friend?" he asked, jerking a thumb over his shoulder. Both of them were sweating and panting now. Otto clenched his arm, glaring at Peter from across the rooftop.

"That's none of your concern," he said roughly. Peter glanced back over the side of the building and then looked back at Otto.

"Looks to _me_ like she's got you _whipped_, mister," he said, shaking his finger in shame. Otto growled and lunged forward.

"Be QUIET!" he yelled as he drove a clenched claw into Peter's chest, slamming him against the ledge of the roofline. Peter grabbed the arm and jumped up onto it, leaping off and shooting another web to the next building.

"I mean, don't take this the wrong way or anything, but there's something about a girl who likes metal tentacles coming out of a guy's back that kinda freaks me out," he continued, somersaulting across the roof and flipping back over Ock's head as he landed behind him, claws snapping in every direction.

"Shut up!" Otto said again, fiercely grabbing hold of Peter's ankle and whipping him around into a row of metal poles lining the ledge. Peter sucked in a sharp breath as his ribs crunched painfully against the metal, kicking back and hitting Otto solidly in the chest. He staggered back and released his grip, holding a hand against his chest as Peter jumped to the top of the poles, balancing carefully.

"Especially tubby guys with bad haircuts like _you_!" he joked, pointing. 

"SHUT UP!" he yelled as one of the tentacles flew up and grabbled for Peter as he jumped off the poles and swung onto a raised platform. He turned to face Ock again and jumped back in surprise as a claw snapped open and shut menacingly just a few inches in front of his face. He tried to jump away again but the claw latched around his neck and squeezed. Peter clenched the arm and tried to tear himself free, but the claw tightened.

"Enough of your idiotic banter, Parker," he said, walking closer and simultaneously lowering Peter down to his level. Glaring at him, he reached out and grabbed a hold of Peter's mask, distending it as he pulled it into his clenched fist.

"I suppose now is as good as any to get this over with," he said, his lip curled in disgust. Peter let go of the metal arm and grabbed onto Otto's wrist.

"Let's not and just say we did," he said as he tucked his legs up and swung out, kicking Ock right in the throat. Gasping at the sudden and unexpected flash of pain, Otto dropped Peter from his grasp and gripped his neck, watching the web slinger stagger across the rooftop, mirroring Otto's movements.

"Take a fiver, will ya?" Spiderman said, panting as he clasped a hand around his throat. His costume was torn in several places and it was obvious he was hurting. Otto, on the other hand, sporting a bloodied nose and swollen lip, was feeling more fatigued than anything else. He was relying solely on his metallic appendages to move him about now, and that worried him. The arms needed to run off a supply of energy, of course, and he only had so much to give. He lowered himself to the roof and bent over, spitting again, sticking a finger around his bottom lip tentatively. At least the bleeding had stopped. 

"I'll rest when you're finally out of my way," Otto said simply, standing upright again as Spiderman leapt from the wall to the roof, warily watching the arms as they followed his movements.

"I guess we'll have to get Chinese delivered then, because this might take a while," Spiderman joked, glancing at his wrist, "I'm getting hungry." As he was talking, Otto spied another conditioning unit within reach, and two of the arms snaked over to the unit, grabbing hold of several pipes and electrical boxes. Spiderman jerked his head up just as the arms tore the pieces off and flung them at him. He jumped the first clump of piping but was slugged in the chest by the second pile of wreckage. He fell to his back and was slow to get back to his feet, just about getting his head torn off by another airborne clump of machine parts. He rolled across the roof and leapt off an adjacent building, charging right for Otto.

__

"If I can just damage those tentacles…I might have a chance!" he thought to himself desperately as he rammed into Ock. He managed to throw him to the ground, dodging the swinging tentacles and bent his arm around Doc's neck, beating his clenched fist into the metal spine as hard as he could. Otto roared in pain and anger as one of the tentacles suddenly shuddered and fell to the ground beside him.

The steady whisperings suddenly stopped. 

Otto's eyes widened and he felt as if all the air had suddenly been knocked from him. The sudden silence was _terrifying_. He howled again in a rage, twisting violently as another arm whipped around and cracked Spiderman across the head, tearing him off and throwing him against the unit beside them. Otto got to his knees, his hands clamped to the sides of his head as he gasped confusedly.

__

I can't hear them…oh God…why can't I hear them? What's happened?! He stared at the one tentacle wavering blindly next to him, unable to receive any of the synaptic responses from the spine to its relays. It was as if one of his own limbs had been severed. Slowly the whisperings began again, but they were somehow disoriented and quieter. They had lost their steady, elusive chatter of electronic conversation. 

Otto ground his teeth against the blazing pain in his back and stared fearfully at the inoperable arm as it continued to shudder, the claws twitching involuntarily. The other three arced around his body, watching Spiderman as he weakly climbed up the wall across the roof. Otto stayed hunched over on the ground, knowing he could not finish this fight today. He hadn't been careful enough…he hadn't been fast enough. Spiderman yelled to him from the other rooftop.

"Look, if you don't quit it, we're not going to be able to stay friends!" Otto stood up, the damaged arm dragging on the ground behind him. Peter noticed and breathed a sigh of relief. Maybe he really would stop. For now. He leaned forward, feeling a sudden rush of bravery.

"I could just finish you off right now, if you really insist, though," he said, praying to God that Ock would not call his bluff. He couldn't take anymore battering. He was going to have to come up with a better plan to render those arms useless faster next time they met. And he was quite sure that they would meet again. 

Otto was lost in his own thoughts though, the whisperings of the voices in the back of his mind frantic. He bent and picked up the tentacle in his hands, feeling it twitch in his grip. He looked back up at Spiderman and narrowed his eyes.

"I'm not finished with you, Parker," he said simply, and turned, walking away, carrying the useless arm in his hands. The other three picked him up and climbed over the side of the building, launching him onto the next rooftop and then the one beyond that.

Peter sighed and climbed down to sit on the rooftop, pulling off his mask and taking a deep breath. He would let him go. He was pretty sure Ock wouldn't take it upon himself to wreck anything else just yet – especially not when it looked like he was out one tentacle. Peter looked down at his wrist, pulling back his glove to look at the time and then lowered his head into his hands. He wanted to talk to Mary Jane; wanted some comforting. He wasn't sure what sort of story he would tell her this time. He sighed as he lifted his head from his hands and saw bruising all along his forearm. Bruises were such a pain to cover up. It was embarrassing, buying women's face powder to hide them, but it was the only way to keep Aunt May out of his hair. He would tell Mary Jane he'd gotten beat up at school again.

__

What a tangled web we weave. He slowly stood up and pulled the mask back on, glancing down at the shredded condition of his suit and sighed heavily again. 

"Sick of spending my Friday nights in my room sewing," he griped, stepping to the ledge of the roof and leaping off. 

He was pretty sure no one else his age had to deal with crap like this.


	7. Chapter Seven

Otto was sitting on a wooden crate in a puddle filled alley in the upper part of the city, holding the lifeless tentacle across his lap. There was a row of dumpsters against the other wall, piles of rotting garbage overflowing onto the ground around them. Someone had ditched a sofa. A lamp. A broken mirror. 

A shard of the mirror glinted at him from across the alley and he glanced at his reflection. Caked blood decorated his upper lip and puffy bruising had set in along one cheek and along his nose. How he had managed to keep his sunglasses on his face he wasn't sure.

Wincing, he looked away. The last time he'd looked anything like that he had still been in high school. He pressed himself up against the wall behind him and closed his eyes.

__

"Come on you punk! Get your ass up and fight me!" the blonde haired football jock had yelled, shoving Otto back against a Jeep parked in the nearly empty lot. The usual posse had circled around their leader and were goading him on, screaming nonsense and hollering all sorts of expletives at Otto. Being shoved and kicked was nothing new; he could handle that. 

Thanks, Dad. Thanks for something. 

Suddenly there was a sharp explosion of pain across his face, and Otto stumbled back, an arc of crimson blood flying from his busted nose as he fell against the Jeep, his hands immediately flying to fold against his nose as a cry of pain escaped his lips.

"Son of a bitch, get up! Get up and fight me!" he yelled again, preparing to kick the stout man on the ground. Otto did get up, perhaps faster than any of them, including himself, expected. He swung back and hit him as hard as he could directly in the face, feeling the sharp cracking of bone against bone as his fist landed in his eye. There was a shriek of surprise and pain and he stumbled back again, staring in disbelief as the muscular jock in front of him fell against his friends, too stunned to react. Otto felt his skin crawl as his adversary slowly touched his fingers to his eye, which was already beginning to puff up. Blood trickled from his nose, matching the mess on Otto's face.

His father would have been proud. 

"Hey, that actually hurt. You got any more of that in you?" he said, and before Otto could react, breathe, think…do anything, they fell on him like a pack of wolves. He never uttered a single word the whole time. His silence continued. For years.

Never spoke to anyone outside of necessity in school. 

Blended in with the walls at college. 

Crept silently inside the halls of the university where he got his Masters.

There was no reason to invoke a reaction from anyone. They weren't worth it anyway.

He blinked and found his image staring back at him again from across the alley. Growling, he chucked an empty bottle lying by his side at the broken mirror, knocking the remaining shards to the ground. He looked down at the tentacle lying across his lap and inspected the clawed fingers. The joints were clogged with dirt and old dried blood, and he mindless dug his fingers in and out, picking it clean while he thought. 

__

I need to find a way to protect the electrodes inside the spine. I can't risk losing another arm. How am I going to fix what I can't see?

He sat back against the brick wall again, feeling that sharp needle sensation in his spine, his lip curling involuntarily as he gazed down at the foreign thing in his hands, extending each claw until it was completely fanned out. It _was_ foreign. It was a cold, mechanical, lifeless thing, only reacting to his demands based on calculated synaptic firing, a complex relaying of reflex messages sent down his spinal cord and into the relays of each arm. 

A cold, lifeless thing. _Just like me_. Suddenly furious, he gripped the claw in his hands tightly, feeling it twitch once again in his grasp. If he wanted to he could rip it out. He clenched it tighter. The clawed fingers flexed slightly again. Rip it out. 

Just rip it out. 

The urge passed as suddenly as it had appeared, and he loosened his grip on the metal arm, letting it fall slack again. He stood up, keeping the other three arms retracted under his coat as best he could while holding the other in his hand beside him. He could not tear it from his body. No more than he could tear his own flesh and blood arm off. He looked down the alley to the street beyond, his focus shifting.

To all the rest of the world he was a nameless no one. Achievements on paper. To all the people whom he had stopped trying to impress when he had realized how futile an effort it really was, he was but a flicker in one of the thousands of images one sees everyday. He slowly came to realize that his anger towards Spiderman was merely the bulls-eye, the culmination of nearly four decades of resentment. His contempt for the masses and their inability to recognize things greater than themselves had all converged into one target. 

No matter. Once Spiderman was out of his way, he could move on.

Making his way down the city block proved easier than he had imagined. No one questioned him. No one even glanced his way. There were still cop cars on the scene where they had destroyed the diner. He stopped and stared at the news reporters and policemen as they talked with one another, groups of bystanders all pointing and taking pictures of the wreckage. And no one looked his way. 

__

No one notices me even now. Even after what I've done here. He turned and looked up the street. What point would there be to go home? He would not be any better off sitting there than he had been sitting in the alley feeling sorry for himself. Turning, he gazed in the other direction, towards the Industrial Park where Osbourne Industries manufacturing plants and chemical warehouses were located. He briefly thought of Julia and how she had held him, dismissing the thought quickly. The frantic whispering continued in the back of his mind and he began walking. 

How he made it to Oscorp's chemical warehouse undetected, he'll never know. It wasn't difficult to elude the sleeping guards in the watchtower, but no footmen had seen him either. Breaking open the back door of the service entrance in the rear of the huge building was just as easy, and he slipped inside as quietly as he could. He was well aware of all the security cameras situated around the warehouse, but he was also aware of where the video feed was routed and recorded. Moving in the darkness, he glanced up at the wall next to the service entrance where he saw the narrow metal box connected to the wiring system along the first ledge running the perimeter of the warehouse. He reached up with one tentacle and snipped one of the fine wires leading to the camera. A small red light began blinking on the camera as it stopped its slow oscillation. Across the warehouse he saw the other cameras stop moving as well. With any luck, the idiots working security wouldn't notice they had stopped until he had already left. 

Staying in the relative shadow of the chemical storeroom, he could see through the windowed wall of the first lab. Inside Julia sat hunched over a tray of vials. He could not see if anyone else was in the room. Otto paused for a moment and looked down at one of the arms that had snaked around his body. Perhaps…the arm slowly extended into the room, slowly lifting its clawed hand up to peer in the glass window. It darted back to Otto after a moment, and the quiet, frantic whispering in his mind continued without interruption. 

She was alone.

Probably continuing his research where he had left off. Osbourne wouldn't let Otto's "accident" set his research back, certainly. Not when he could _smell_ how close they were. He knew just how much something like the Spiderman serum would go for on the market. Otto rounded the corner into the lab and shut the door behind him. Julia did not turn around.

"Henry, what were the results on station three?" she said, continuing to flip through the pages of a huge textbook at her desk.

"When he gets back you can ask him." Julia stiffened at the sound of the gruff voice and then turned, her mouth open slightly.

"Otto, Jesus…what happened to you? Oh my God…what have you done to yourself?" she cried, jumping from the chair and clasping him on both shoulders, her face contorted with fearful concern. Otto shied from her touch instinctively and Julia retracted her hands quickly. 

He held out the dead arm and let it drop with a dull thump against the carpeted floor. 

"I need your help. I can't fix this myself," he said, offering no other explanation. Julia fell silent as she gazed down at the tentacle. 

"Alright, Otto. I suspect you're not going to share the details of what happened today," she said stiffly, "although your face tells me quite a story." She turned away from him and covered her mouth with her hand, closing her eyes as Otto touched his fingers to his swollen lip, feeling the roughness of his unshaven face as well as the dried blood caking his upper lip. He sighed, aggravated with himself. With everything. 

"Julia, I ask that you not question my motives. I have reasons for my actions. Will you help me or not?" She kept her back to him for a minute, finally sighing and wiping her hand over her hair, finally letting her hand drop to her side.

"I'm not trying to question your motives. I just don't understand why you're bothering with him at all. You've the most brilliant man I've ever met, and you're out there acting like that other crazy guy. What was it? The Green Goblin?" She stared at him, aggravated she could not see through his sunglasses to know if he was looking directly at her or not. 

He was silent. 

"I'll help you if I can, Otto, but I want nothing to do with your problems with Spiderman," she said. Otto shifted his shoulders and dropped the trench coat down to his elbows to expose the metal spine fused flush against his skin. 

"Spiderman is no longer a problem," he said roughly. She swallowed, not knowing what to say to that. 

"You didn't…" she started, but stopped when he turned over his shoulder and smiled wickedly. 

"No, I didn't."

__

"Not yet, anyway," she thought to herself. It was obvious he wasn't going to say any more on the subject.

Her eyes fell upon the foreign metal thing, curling up his back like some kind of horrible, mechanical parasite. His entire back was bruised horribly and she reached out to brush her hand across his skin. Pausing, she pulled her hand back and sighed.

"I don't know anything about electronics; I'm a chemist, not a mechanic," she said, shrugging her shoulders. 

"Tell me this; is there any visible damage?" Julia leaned closer, inspecting each individual segment that made up the flexible spine. 

"None that I can see," she remarked after a bit. She could see his disappointment. It meant the damage was probably internal. "But I think I know someone who might be able to help you." Otto abruptly yanked his arms up, pulling the trench coat back up and over his shoulders. 

"I don't trust anyone else with this," he said curtly, one claw reaching to pick up its lifeless mate while another reached to open the door. Julia put a hand on his arm and he stopped.

"You've trusted _me_ with it."

"Not that I had too much of a choice." Julia clenched her jaw at his frosty reply. 

"You didn't have to let me in last night." 

__

A moment of weakness. 

"True enough. I also didn't have to let Spiderman live."

"So what is this then? Some kind of game? A cat and mouse type of deal?"

"As I already said, I have reasons for my actions. I have given the subject a lot of thought, and lets just say I have … a new agenda." She folded her arms. 

"What is that supposed to mean, Otto?" she said. He pushed his glasses further up his nose and regarded her calmly. 

"I really must be getting along, if you'll excuse me." He opened the door, the limp arm cradled by one of the other tentacles under the back of his coat.

"He's looking for you, you know; it's posted all over the place in here. Osbourne's got some kind of personal SWAT team or something out there right now," she said quickly. He stopped in the doorway but said nothing. Julia lowered her head. 

"She's not going to run to the police and snitch on you, Otto. She's something of a rogue. Someone … someone in a similar predicament as you," she said quietly. "And she's a brilliant young girl. Please."

Otto stood in the doorway, considered his options. Julia had been trustworthy thus far. But he was not inclined to let his life become an open book for her to page through. He had revealed far more of himself to her than he ever thought he would. He straightened, the cold blank expression adorning his face once again. 

"I will decide for myself whether she is brilliant or not," he said, walking out the door. Julia reached back and snatched up her coat, running for the door. Why she was still helping him, she did not know. She knew she could be in serious trouble if they were caught. Caught helping a criminal. She fought back the sour taste in the back of her throat. 

He was worth it, wasn't he? 


	8. Chapter Eight

Otto shifted uncomfortably in the passenger seat of Julia's car and grunted, impatient to get out. 

"We could have gotten there faster if you had just let me carry you," he said grimly as they were caught by another stoplight. Julia frowned.

"I'm sorry Otto. I …I don't want to risk anyone seeing you," she said. In truth she was really too scared to be leaping across rooftops with him, but she would never say that to his face. 

"Besides, we'll be there in a minute." They pulled up behind an abandoned downtown warehouse near the docks moments later. The place was a reputable dump – it was obvious it had been condemned for a long time. Otto gave her a sidelong glance.

"Keeping a low profile?" Julia raised both eyebrows. "Just come and talk with her," she said, exasperated. As Otto climbed from the car, he immediately noticed a dull thumping sound that seemed to vibrate the very air around him. He listened closer. It was bass. Some kind of electronic-sounding music. He started to say something, but Julia held up a hand and raised an eyebrow. 

"She's a little…eccentric. Don't let that sway you. Call it a defense mechanism against all the people she's had to put up with in her life, okay?" Otto shut his mouth, suddenly grim. 

The interior of the warehouse was in no better condition than the exterior, but far more cluttered. Literally dozens of desks and cabinets were piled in groups across the floor of the warehouse along with benches and tables lined with mechanical equipment, beakers full of colored liquids, and electronics. It was _chaos_. As they weaved their way into the warehouse, Otto tried to picture Julia associating herself with whoever lived here. How in the world had these two ever been acquainted? 

"Andy!" she called, cupping her hands around her mouth. The loud, annoying thumping drowned her voice out. As they rounded the corner, he saw a young woman sitting atop a stool, bent over a workbench. Her hair was a brilliant orange, short and spiked on her head, clashing with her pale skin and horribly bright orange clothes. Behind her stood two tall bass speakers that were rattling the beakers sitting on the bench beside them.

"Andy! Hello!" 

Otto raised an eyebrow as all the claws trained on the strange looking woman. _This_ was the young genius? She appeared to be just another punk teenager. 

"ANDY!" Julia screamed again, and this time the girl looked up from her work, dropping the tools to the workbench, looking startled. Pulling the goggles she had been wearing down around her neck, she twisted around and turned the volume down, but not off. Otto shook his head, annoyed. His ears would be ringing for the rest of the day after leaving this place. 

"Andy, there is…someone I'd like you to meet," Julia said carefully, stepping around the workbench and hugging the girl. Andy looked at Otto over Julia's shoulder. He was still standing undecidedly by the cabinet at the end of the grouping of tables. 

"Well come over here and I'll have a look at you. I won't bite." 

Otto felt absolutely ridiculous. Was Julia _trying_ to waste his time? He approached them slowly; unable to keep a look of loathing off his face as all three tentacles wavered uncertainly around him. Andy's face suddenly brightened.

"Ah yeah. You're that Octopus guy. You're famous, you know," she said, suddenly smiling. She snatched at a disheveled looking copy of The Daily Bugle lying on the desk beside her and thrust it into his face. "See?"

Otto took the paper from her hands and found himself face to face with his own image. It was a hastily taken snapshot of Spiderman and him the day they had met against the bank building. He looked closer and smiled faintly. 

Beautiful. _Make a hundred scientific achievements in your lifetime, and no one bats an eyelash. Throw a few cars down a city block and smack around some idiot wearing pajamas…and you make the front page. _

He wasn't sure why he was surprised, though. Things like this always entertained people of little intellect and even less refinement.

__

"I love how you got right in there and slapped Spiderman around like it was nothing," she continued, watching one of the arms as it looked over the items strewn across the workbench. Julia cleared her throat. 

"Andy, I was wondering if you would mind taking a minute to check something out?" she began, casting a sidelong glance at Otto, who was still enveloped in the paper.

"Sure thing. I want to have a closer look at these claws, Doc. You built these yourself, right?" she said, reaching out to touch one. It recoiled from her hand quickly and Otto lowered his gaze from the paper to Andy, who still held her hand out.

"Hey man, you really look rough," she said nonchalantly, reaching out and grabbing the clawed tentacle with both hands. "You need to take a shower and get that blood off your face." Otto gave Julia a scathing look but she turned away. Apparently _tact_ was not one of this girl's better qualities. Otto started to protest as she began poking and prodding the claw but thought better of it. Now he would see just how much she knew.

Her gaze turned thoughtful and the smile vanished from her face as she inspected the claw. 

"This is far more complex than Oscorp let on," she said quietly, "looks to me like you've got infrared cameras at the center of each arm. I suppose you can't really use these now." Andy looked up at Otto questioningly. He wasn't sure how to answer. He was still wondering exactly how much the public knew about what had happened in the "accident" at Oscorp.

"I am aware of the things they see, but only to a certain extent." She held up a thick cord of twisted metal and held it between the open claws of the tentacle.

"Can you cut through that?" she asked, smiling as the claw easily bent and then snapped the metal. She shifted through the mess on the workbench and picked up a piece of insulated wire. Wrapping it around the claw so the pinchers were folded against each other, she looked up at him again and pointed.

"Try and open them now." Otto glared at the claw as it strained to open again. This was the same problem he had encountered with Spiderman's webbing. Andy unwrapped the wire and tossed it back on the desk, holding the tentacle in her hands and bending the claws back to look inside at the mechanics.

"Seems to me you've got the same problem an alligator does, my friend. A lot of power behind a closing jaw, but very easy to hold shut. I can fix that for you, you know." Otto dropped the paper back onto the workbench along with the dead tentacle he had been carrying.

"And this?" Andy picked it up and eyed it.

"And what happened to this one?" she said, lifting an eyebrow. Otto curled his lip.

"An accident. One I intend to avoid in the future." She set the arm on the table.

"I'll see what I can do with it."

"I would be…grateful." Perhaps it would not hurt, just this once, to accept outside help. Besides, later on she could prove to be a valuable asset. Julia looked back and forth between the two and then shook her car keys in her fist.

"I've got to get back to the lab. I hope you two can behave. Andy, keep the music reasonable." Andy snapped her fingers at her and flashed her a grin. "You got it." She pointed at Otto. "I don't want to read about you in the paper anymore, alright?" Otto put on a fake smile as Julia held him in her gaze.. 

"I wouldn't dream of it, my dear." 

She opened her mouth to say something more, but decided against it, turning and heading for the door across the warehouse. Prove it to me,Otto.

* * *

Peter was lying on his back on his bed, staring at the ceiling. Beside him on the comforter was the newest edition of the Bugle. It had a picture of him standing atop a car in the street, posed to shoot a web at the car careening for Doc Ock. It was the worst picture out of the bunch, and of course JJJ used it. From the angle it looked as if Spiderman was doing something to facilitate what was going on, instead of trying to stop it. He sighed bitterly. 

Doc had been right, in some respects, that day they had first met at Bank Square. Everything he did out there to help people didn't seem to matter. JJJ, for one, hated Spiderman. He was always putting him in a bad light, right there on the front page, and it seemed like every other form of media portrayed him as a villain too. Why? He rolled over and stared at the wall. 

"…people who ignore you, fear you, even, and yet beg for your help when they're in trouble. They're pathetic, aren't they?" Doc's words echoed through his mind and Peter frowned. They weren't pathetic…they just…didn't understand. They never got the full story. They only saw bits and pieces of what was going on. That's all. And not all of them thought he was someone to be feared. That's what kept him going. It was those few who looked at him gratefully when he saved them that kept Spiderman alive. If all he had to worry about were regular old criminals who liked to snatch purses and rob banks, life would be a lot easier. But of course, that wasn't the case.

Otto Octavius and Norman Osbourne. They both had some serious emotional baggage, that was for sure. He didn't think it was possible that he ever could be _that _important in someone else's life to the point where they were willing to go out of their way to kill him. Peter rolled onto his back, his hands behind his head, and sighed again. He supposed this was another one of his responsibilities. He just wished he didn't have to go at it alone all the time. He couldn't confide in anyone. The only ones who knew his secret were people who wanted to make his life miserable. His face suddenly darkened.

If Ock had his way, he wouldn't have to worry about any of that anymore, would he? Outside, it was beginning to rain again, and Peter slowly sat up and swung his legs off the side of the bed, leaning his elbows on his knees and laying his head into his hands. 

Rain again. That's all it ever did anymore these days.

* * *

Otto stayed late into the night at Andy's workshop as she worked on all four of the tentacle's claws, refining their strength and cleaning the grime from their joints. Otto found her eccentric personality to be a surprisingly welcome change to the regular banter of many of the nameless crew he had once worked with at Oscorp. Andy's true strength lay in electronics and machinery, but she also dabbled in chemistry, giving way to a lengthy exchange about various chemical and radioactive experiments. 

"I've been doing all the talking here, Otto, what about you? You gonna tell me just what kind of "accident" fused this contraption to your spine?" Otto thought for a moment before speaking. 

"I'm afraid there are some topics which I am unwilling to discuss," he finally said. Andy was bent over the last claw, digging at a joint with a fine pick instrument. 

"Ask me no questions, tell me no lies, then, eh?" 

"I suppose so." 

"That's alright. I'm just being nosey. Okay. Let's snap this other tentacle out of its funk. Let me see where they connect to the belt," she said, turning on the stool. Otto hesitantly dropped the trench coat to his elbows again, suddenly feeling very conscious of his metallic appendages. Andy whistled.

"Damn. That's quite a mess you've got there, Doc. Can't say I envy you," she said, leaning forward and pressing her hands on his back. "Lean forward so I can see better." 

It felt like some kind of doctor's examination. Otto grimaced at the unpleasant thought and quickly tried to think of something else.

She dug her finger into the upper section of the segmented spine near his neck and Otto jerked forward. It hadn't hurt, but he had _felt_ it.

"You've got some exposed wiring in here. Looks like some of these were pinched inside the separate segments. I guess Spiderman really laid it on you, huh?" She picked up a tool from the bench and hunched over to work on the spine. Otto leaned on the workbench at his side, frowning.

"As I said before, a mistake I plan to remedy after tonight." Andy worked in silence for a good while until Otto straightened unexpectedly. Andy sat up too, one of the many instruments dangling from between her pursed lips falling to the floor in surprise.

"What? What's wrong?" she asked, fumbling to pick it up from the floor. 

"I can _hear _it again," he said simply, and the lifeless tentacle on the bench beside them suddenly jolted as if it had been shocked. It twisted around and flexed its claws, focusing on the scene before it. Andy smacked the table with her palm. The whisperings were rhythmic again. Whole. 

"Damn _skippy_! I told you I could get it working again," she said, shoving Otto back into place. "Keep your pants on, mister. We're not finished yet. I'm soldering a new layer to each segment here – you won't have to worry about it taking a beating anymore," she said, her approval of her work evident in her voice. It was only another few minutes before she sat back and tossed her tools onto the bench.

"There. I'm done. It's a work of art, I might add." Otto stood and turned to face her, not bothering to hide his satisfaction with the improvements. The claws snapped open and shut and flexed around him as he slipped the trench coat back over his shoulders. He brought the newly functioning tentacle around and lay it across his hands, the claw opening wide as he peered down at it. _A work of art?_ He smiled faintly. Now that _was _an interesting way to view the metallic arms. Otto slid the tentacle from his hands and flexed it back behind him, folded his arms behind his back after pushing his sunglasses up the bridge of his nose.

"I am in your debt," he said, his words genuine. Andy shrugged.

"You're a fascinating guy, Otto. I always root for the underdogs." She slipped off the stool and headed for another part of the warehouse, picking up The Daily Bugle and shoving it under her arm.

He followed her to what looked like a crude kitchen area. Pinned on the wall were dozens of newspaper clippings from years ago. Most of them had something to do with mutants or natural disasters.

Earthquake in Downtown Industrial Park!

Unexplained Tremors Have Officials Puzzled

Unregistered Mutants: Threat to Society?

Andy slapped the paper down on the counter and stood between him and the wall clippings, blocking his view.

"I like to keep up on my current events," she said flatly, unfolding the paper and reaching for a pair of scissors. Otto shifted to the side, glancing back at the clippings. Most of them were several years old. Raising an eyebrow, he watched her cut out the front page photograph along with the corresponding article and tape it on the wall with the other articles. He walked to the door, unsure of what to say in parting.

"You lied to her, didn't you?" Andy suddenly murmured, standing back to look at the montage. 

"Lied to who?" he asked, stopping near the door. Andy turned from the wall full of articles, hands on her hips.

"Julia. You're going to be all over the newspapers from here on out. I don't know what she thought was going to happen after bringing you to me. Personally, I think she's infatuated with you. Don't know how, but you've got her wrapped around your finger. Tentacle. Whatever." Otto was silent. Julia was an optimist; blind to the cruelty of reality. He lowered his gaze to the floor, his expression solemn as he forced her from his thoughts.

"Before I go, I do have one question for you," he said, looking back over his shoulder. She shrugged.

"Shoot." 

"How did you two meet?" Andy smiled weakly and shifted uncomfortably.

"She's …ah…she's my sister. Doesn't really surprise me she didn't tell you that." He hadn't been expecting an answer like that, and it must have been apparent. Andy snorted and walked to an old refrigerator against the wall.

"Like two peas in a pod, aren't we?" she said sarcastically, rummaging through the shelves of the fridge. "She doesn't approve of my way of life; doing odd jobs here and there for less than reputable people. She wanted me to go back to college and get my Masters. Be like her." She stood up, holding a bottle of soda in her right hand. "That life isn't for me. Why would I want to sit cooped up in a little lab with a bunch of people who pretend to like me, but really they're only being civil because they _have _to? I don't want to sound like some arrogant bitch or anything, but I think I'm at my best when I'm alone. You know?" 

Otto swallowed. _I know_. He cleared his throat.

"I don't doubt our paths will cross again," he said, walking to the exit. Andy waved briefly at him, standing in front of the open door of the fridge.

"Knock 'em dead, Doc." It was a poor choice of words.

Otto smiled as he walked outside the warehouse and extended the tentacles, preparing to do a little homework after stopping by his apartment to clean himself up. Rain splattered across his face as he looked up at the dark skies overhead. 

I plan on it. 


	9. Chapter Nine

Peter lay his head down on his hands for a minute. Just a minute, he swore. It felt so nice to shut his eyes after having been sleep deprived over the past few nights. It didn't matter what he did – he couldn't fall asleep. He kept seeing Doc Ock whenever he shut his eyes, following up by the sound of Norman's cackling. That and his body ached from being hit from just about every direction. As he rested on his desk, his mind wandered to last night's conversation with Mary Jane.

"Peter, you've really got to start standing up for yourself. You can't just let those dorks keep pushing you around like this," she had admonished, helping him doctor his wounds in his room. 

"Shh. Not so loud. Aunt May is asleep," he whispered harshly, wincing as she probed at the cuts on his face with a washcloth. She rolled her eyes at him.

"Sorry. But honestly, Peter. They're going to beat you into a bloody pulp one of these days. The last two days you've skipped out on es and then when you come back, you look like you've been hit by a truck!" she said in a hushed voice, angry now. Peter sighed. She was so close to the truth of the matter. So many times he's wanted to tell her. To confide in her. To have someone else bear the weight with him. He turned his head away. It wouldn't be fair to put that on her, and it wouldn't be safe, either. 

Spiderman was his, and his alone to carry. 

She shook her head.

"Its not like I _try_ to get beaten up, you know," he said pitifully. She sighed and dropped the washcloth onto his bed, putting her arms around his neck. 

"I know you don't, Peter, but it worries me to see you like this. You look terrible." Peter snorted.

"Thanks a lot." She leaned back and smiled.

"You know what I meant."

"Yeah, I know. I haven't been sleeping that well, I guess." Mary Jane cocked an eyebrow and pointed to the pile of papers and miscellaneous chemistry equipment set up on his desk.

"Fooling with your experiments all night again?" she asked knowingly. Peter smiled weakly. 

"Yeah. Sure." She stepped off his bed and reached for her book bag. 

"Well, look, we have a big trig test tomorrow, and I'm beat, so I'm off." She leaned in and kissed Peter before she let herself out onto the small balcony outside his window and began to climb down the wooden rose grid attached to the side of the house. He watched her leave, waving as she turned at the end of the gravel driveway, and then shuffled to his bed where he flopped down and buried his head under the pillow.

"I don't TRY and get beaten up!" he had yelled into the mattress. 

Suddenly there was a sharp smacking sound in front of Peter. 

He jolted upright, staring up at his teacher. . He was in . _Shoot_. Had he fallen asleep? She picked up the ruler and whacked it into the palm of her hand. Some of his mates snickered.

"_Mr_. Parker, would you be so kind as to grace us with your knowledge about last night's essay question?" Peter slapped a hand to his forehead and pulled it down his face. 

He had forgotten about that. 

* * *

Otto stood atop the roof of the main chemical warehouse inside the Oscorp manufacturing facility, flipping through the thick manila folder he had just swiped from his old lab room; which, interestingly enough, had not been touched since he had disappeared after the accident. 

Were they waiting for him to come back, meek and willing to comply with their demands? He snorted to himself. A few more days of this and he was sure Osbourne would up the number of "agents" out looking for him, although he had yet to see even one of these so called hit men.

Send however many you want, Osbourne. He smiled to himself as the two top tentacles snapped open and shut sharply above him._ Send whatever you can throw at me – I'll throw them right back._

Above him the skies were dark, a deep rumbling in the distance promised a downpour, but Otto was in no hurry to leave. In his hands he held the most important document that had been, until just recently, held in the highest security computer system of Oscorp Industries. Information only a select few were able to access – including Otto. He smiled. Information that was now wiped clean from the database; the only copy remaining being the one he held now.

It was Peter Parker's file. Spiderman's file. He had never bothered to read through most of it. Only the genetic information had been important at the time. A good bit of the paperwork was useless; a montage of early childhood photos and a family tree documenting his ancestry. He continued to shuffle through the pages, finally stopping at one in particular.

"Ah. Now this is most interesting." Holding up the most recent file in the bunch, he gazed at the black and white photo pinned next to a column of text.

"Mary Jane Watson. Your significant other, Parker?" The next few pages were black and white shots of the two together, outside his campus, his home…the Daily Bugle. A hand-written scribble accompanied the last photo. "_Parker works for the Daily Bugle. Now we know how they get all those photographs for the front page!" _As the first few drops of rain fell across his face, he slid the documents back into the folder and pocketed the whole envelope. This was something he never expected to find – the icing on the cake, so to speak. But there was still much to be done. 

Just as he was climbing down from the rooftop to enter through the topmost ventilation window, he saw Julia's black car entering through the gated driveway beyond the security tower. Good. She had decided to meet him, then. She hadn't sounded willing on the phone earlier that morning. 

"Why do you need me there, Otto? Why not just do it yourself?" she said, sounding worried. For a brief moment, Otto felt a pang of guilt. He probably could do it himself, but it would mean leaving a trail of evidence behind. It would be incredibly easier with her help. The guilt faded quickly. They would be in and out in no time.

"As you already know I cannot use my own pass card to access the specific chemicals I need in chemlab vault."

"For the Spiderman serum?" 

"Indeed. Would you rather I let myself in?" Julia sighed on the other end.

"No, Otto. I'll be there. I'll get you what you need. You're really going to continue the research? Outside of Oscorp? What will you do if you actually make it?" Otto felt his patience dwindling.

"I will do what every good scientist should," he said cryptically. "I'll meet you at the chemlab soon."

And he hung up. Beside him on a workbench swept clean of electronics and other equipment, Andy sat cracking her knuckles. She took the phone from him and set it back on the charger, grinning widely. 

"So she'll help you? That's awesome! You know, I offered my place so you could have space to work, Otto. I'm really curious. I want to see you do this," she said to him as he walked towards the door of her warehouse. He had accepted her offer – there was no other place he could go at the moment.

"Curious about the experiment?" he asked over his shoulder, pausing by the door. She nodded. "Yeah. I wanna see history in the making, you know?" Otto chuckled. 

"History in the making. Of course." And he left.

Otto was already waiting by the chemical vault door as Julia ran inside, shaking out a dripping umbrella. He had already noted with a mixture of satisfaction and yet disgust that the cameras were still inoperable. Either no one had noticed they had stopped recording the video feed, or they were taking a long time fixing them. It made no difference to him anymore. She flashed him a brief smile as she tossed the umbrella to the floor beside the door and pulled her pass card from her pocket. 

"Sorry I'm a little late. It's pouring out there and the traffic was awful." Otto gave her a crooked smile and gestured with his hands. 

"Traffic is no longer an issue for me," he said as she brushed past him to insert her key and press the combination to unlock the huge vault door.

"Yeah, I'm sure. Listen, I'm only doing this because I really trust you on this. I know you'll make that breakthrough on the serum. I'm a little surprised, really, that you're still willing to work on it. I'm just sorry that…things are the way that they are," she said bluntly, pulling on the huge metal vault door futilely. Sheepish, she paused to look at the tentacles wavering by Otto's sides and then backed away. 

"Allow me," he said simply.

Otto reached forward and yanked open the door easily with one tentacle. They both stepped back as a white cloud erupted from the door as the room was decompressed. It evaporated instantly. He stepped through almost hesitantly, the tentacles poking in after him as if curious.

"I assure you, my dear, my intentions are exactly as I have stated to you before. The serum is within my grasp. In a day or two, theory will become reality," he said in a low voice, as if he had entered some kind of sacred space. The lighting was dimmed inside the vault. Each chemical vial was labeled and stored in its respective holding case, each numbered and lined on metal shelving units. This was the treasury of every dangerous, and more importantly, _expensive_, chemical used sparingly in each of the 'Spiderman' tests. He knew taking even one vial out of the numbered case would result in immediate suspicion if the logs had not been properly submitted into the database, and this is where Julia would come into handy. She had agreed to fill out the necessary paperwork after he had taken what he needed. She stood behind him, watching as he slid the small vials from their casings and nestled them carefully in a padded container. 

"I appreciate your help," he said, turning and closing the lid to the container. She could not see his eyes through the glasses he wore. She wished she could. They had once been kind.

"Don't mention it," she said quietly, lowering her gaze to the clipboard she held in her hands. "What's that last one? DK 13, right?" Otto nodded and put the vials inside of the deep pockets of his trench coat. Scribbling the authorization on to the paper, she turned and walked to the door, standing in the doorway with her back to him. Otto glanced sideways at the other chemicals for a moment. 

No need to be greedy. 

Julia slowly turned on her heel and leaned up against the vault doorway, hugging the clipboard to her chest.

"Otto…I really wish…" she looked away for a moment, her eyes glistening. Otto looked at her and sighed softly. _Don't say it. Please. Don't._ She wiped at her eyes quickly and then looked back down at the clipboard in her arms.

"I really wish you and I – " she started again, but Otto had reached out and pressed his fingers to her lips, his expression somber. She looked up at him but he would not look her in the eye, letting his hand fall back to his side. He cleared his throat.

"I think it's best…if we keep things the way they are," he said quietly. She took a deep breath and put her hand out, laying it against his shoulder.

"Why? Why do you shut me out like this?" she said, her voice barely over a whisper. Otto swallowed, unable to answer. 

Because I know how it will end. He looked at her and felt a knot forming in his throat as a single tear ran down her pretty face. 

Because I don't dare involve you in this…disaster…that is my life, any deeper than you are now. 

Suddenly he wanted nothing more than to take her into his arms. To feel her against him again. But she dropped her hand from his chest and wiped her face again, turning and leaving the vault. Otto closed his eyes for a moment. 

Stop her. Don't let her walk away… He opened his eyes again, suddenly feeling very drained. 

I can't. She's better off if – Otto looked up, his train of thought lost as he saw Spiderman dangling upside down from a web line caught up somewhere in the high rafters of the warehouse. He sneered and gripped the sides of the vault, his grief dissolving quickly. 

No, not here! Not here, you fool! He angrily left the vault doorway and slammed the door shut with a tentacle, the other three snapping open and shut fiercely. There was a hissing sound behind him as the room sealed shut again. Spiderman waved at Otto.

"Ock, I gotta say, this place is every amateur chemist's wet dream! What I wouldn't give to have even half of this stuff!" he cried, spreading an arm wide to point at the lab equipment below. 

"I'm afraid this is a most inappropriate time and place for any sort of conversation, Parker." Otto moved closer, glaring up at him as the tentacles snaked around him. Spiderman visibly winced, twisting just enough to let Otto know he was looking down at Julia, who was standing against the wall of the warehouse, gripping the edge of a shelving unit in front of her, looking terrified. 

"I'd really appreciate it if you'd refer to me as 'hey, you', or 'hey, stop kicking my face in', Ocky. Or if its not too much to ask, 'Spiderman' will do nicely," he quipped. 

Otto jerked a thumb in Julia's direction.

"One of the privileged few who already know your identity. We have few secrets here," he snapped. Spiderman saw two tentacles snaking towards two metal containers lying on the floor. Suddenly he realized that this room and all the beautiful equipment inside it was going to get trashed, and mentally smacked himself across the head for not waiting until he was outside to confront Doc Ock. 

"Please, Otto, don't fight! Please, just stop! Both of you!" Julia's voice rang out from the back of the building, her voice shaking. Otto turned towards Julia and stared at her, sudden realization dawning on his face. All the tentacles turned their attention in her direction. He pointed at her accusingly, his expression suddenly livid. 

"Was _this_ why you agreed to come, Julia? Thought you'd give Spiderman another chance to bring me down?" Julia stared at him, wide eyed, her mouth agape.

"Wh-what are you _talking_ about?" she stuttered, her hand rising to grip her throat. "I did _no_ such thing! You really think – " A tentacle flew out and smashed into a computer processing unit standing beside her, knocking over one of the DNA sampling machines as well. Julia screamed and covered her head as the battered machine crashed into the window wall of the first lab grouping. Shards of glass exploded from the frame and littered the concrete floor. Peter whimpered. 

That machine had to be worth a couple thousand bucks! He lowered himself silently on the web. He had to stop Ock before he destroyed everything. Or worse…hurt that woman. Julia something or another. He recognized her from before; she had run up to Otto in the street yelling about something. He still wasn't how the two were related. He grimaced. He didn't _want_ to know.

Otto was nearly on top of Julia now. "You _told_ him I'd be here, didn't you! You …" Suddenly he stopped, hearing the faint sound of sirens in the distance. Sirens. Cops. Furious, he thrashed all four tentacles into the shelving units around him, the sound of busting glass and shearing metal amplified inside the cavernous warehouse. Julia was crouched by the wall now, covering her head and sobbing. 

"You CALLED the _POLICE_?! You think THEY would be ANY match for ME?!" he roared, enraged at the thought of her betrayal. He stopped suddenly, having forgotten about Parker, and spun in time to see Spiderman swinging down directly for him. 

"No, you goofball, that's why I'M here!" Spidey hollered. Two tentacles flew up to block him but it was too late. Spiderman slammed both feet directly into Otto's chest and shoved him brutally into the wall behind him. Stars and blinding white light exploded across his vision as crushing pain erupted from his chest and head as it cracked against the reinforced metal wall. The tentacles flailed in confusion as Otto tried to get his bearings. Two of them smashed into another large rack of chemicals and a sudden spark from metal clashing metal flashed brightly as the splattered liquid caught fire.

Julia screamed again, scooting away from the growing flames as they licked across the floor with the spreading pool of chemicals. Spiderman ricocheted off the wall and threw another web line, jerking himself back and turning to come in for another hit. 

He thinks she somehow called me over here tonight? What, do I have a hotline now? Give me a break! He doesn't give me any credit! I figured he'd come back to Oscorp to do something stupid like this, and I was right! Peter dropped the webline and reached out to shoot another one as he looked down at the spreading fire, exasperated.

"Oh this is just GREAT…gotta put a fire out now too," he thought to himself as he prepared to knock Ock unconscious. He was struggling to get to his feet. Peter gritted his teeth. _Stay down! Stay DOWN! _

Otto tried desperately to get up as the fire spread closer, trying to see through the pain as Spiderman dove in again. This time he managed to pull himself out of harms way, focusing entirely on moving the tentacles. Every breath sent searing pain across his chest. L_ittle brat! _Enraged, he managed to leap sideways, over the searing heat of the flames, gripping onto a support column with two tentacles as Spiderman swung back around again. Otto looked down at Julia, huddled terrified in the corner as the fire spread, beakers and jars on nearby work tables exploding from the heat as flames crawled eagerly along the floor. Fire began to eat at the desks and cabinets scattered across the lab area. 

I didn't want this…this wasn't supposed to happen. Otto turned his attention back to Spiderman. _This was his fault! If he hadn't shown up, this wouldn't have happened!! WHY did she tell him? Why did she think bringing him here would help solve ANYTHING? _

"Shoot. Now he's paying attention," Peter thought as he swung up and landed on a rafter, watching as Otto climbed up to join him. He pressed his sunglasses further up his nose, sweating now from the heat. Below them, flames were leaping higher and higher as the fire attacked a nearby electronics system. The foul smell of burning plastic and who knows what else was making Peter dizzy, and he looked down at Julia. She had passed out on the floor from the noxious fumes just a few feet from the wall of flames licking up the sides of a tall cabinet. He looked from Ock to Julia and crouched on the metal support beam. 

"You cease to amuse me, Parker. I will forego the rewarding experience of seeing you reveal yourself of your own accord if it means I can avoid any further delays in my work," he snapped, twisting violently as two tentacles simultaneously whipped out and snapped at Peter as the other two tentacles thrust Otto forward across the beam. The sirens were closer now. He had to hurry this up - he was in no mood to deal with hordes of policemen, especially not when he was hurting like this. Below them more glass shattered as the fire continued to spread across the warehouse floor.

"I'm sorry to disappoint you, Ock, but I'm not the type of guy to take it all off on the first date!" Peter joked as he flipped backwards, just out of reach, again and again as Otto lunged farther down the girder, the tentacles swinging viciously in an attempt to throw him from the beam. 

I gotta get to Julia. I've got to get her before the flames do… Peter focused on getting himself back down and over the pool of flames gathering beneath them. The support beam ended against the corrugated metal lining of the roof and he bounced off it, shooting another web line, barely escaping the last tentacle as it clipped his ankle. Otto teetered on the edge of the girder, hesitating, but finally threw himself off after him, the tentacles stretching out to grab him. Peter twisted his head just as Ock landed on him. He hadn't expected that at all and lost his grip on the web. Ock crushed him in the coils of two tentacles as they fell towards the flames, twisting him around so he could look at him. 

"Hey! HEY! Leggo!" he said frantically as he realized both his arms were pinned to his sides. _I can't shoot a web! I'm gonna get squished! _Ock leered at him as the ground rushed up to meet them, smiling wickedly. 

"Save yourself, _Spiderman_ - spin another little web to break your fall," he hissed just before they crashed onto the concrete floor below inside a ring of flames. Otto had broken his fall with two of the tentacles, but Peter saw a flash of white as the wind was knocked from him and his shoulder blades cracked painfully against concrete. 

Otto uncoiled the tentacles from Spiderman as he watched the boy writhe in pain on the floor. He reached down and roughly clutched the top of the mask in his fist, ripping it off and tossing it into the fire. Peter tried to speak, his hand reaching out, but he started coughing again and collapsed. 

"_Pathetic_. I expected more from you."

Otto snorted to himself as he climbed up and out of the small circle of flames where Peter lie. He could hear sirens just outside the warehouse now. There was the piercing scream of a fire engine in the distance too. Outside the police were hollering orders while cars screeched to dead stops just outside the doors. Twisting around on the metal support pillar, he saw Julia on the floor, dangerously close to a flaming cabinet. He ground his teeth and stretched out with the tentacles to reach the next pillar. Grabbing hold, he carefully pulled himself over and proceeded to the next column as the fire raged below. 

Just a few more. Just a few more and he'd reach her. They had to get out of here before the police burst in.

Peter had curled into a fetal position on the floor, trying to take feeble breaths as he curled his arms around his ribs. It felt as if he were being roasted alive.

Oh my God…I can't…I can't get up…can't…breathe… He rolled over, willing himself to get up – the police were going to come in here any minute, Ock would be gone, and once again, he'd be blamed for this mess. JJJ would absolutely eat that up. Choking on the acrid white smoke that was now billowing up from the chemical fire, he managed to get to his feet. Shooting a web up to the rafters, he weakly pulled himself up and out of the flames, hugging the iron rafter with his whole body as he collapsed on it. He wiped the sweat from his face and sat up, a sudden wave of adrenaline filtering into his system.

"My mask," he said aloud, standing on the rafter. Ock had torn off his mask! _Damn it!_ He…he had to get out! How was he going to get home like this? He looked down, scanning the ground for any sign of Julia. Ock was making his way from pillar to pillar across the warehouse, towards the huge skylights. He clenched his fists. 

Running away and leaving your mess behind for someone else to clean up, Ock? Angry, Peter prepared to shoot a web out and swing down to get her, steadying himself to make sure he could do it. His head felt so heavy from all the smoke… Suddenly he froze, watching in horror as the cabinet that had been engulfed in flames began to crumble and fall forward. Directly on top of Julia. Ock had just curled his tentacle around the last pillar as the cabinet fell – almost in slow motion. Peter clamped his hands to the sides of his head and sank to his knees on the beam, nearly toppling off.

Oh my God…I wasn't there…she…oh my God… he squeezed his eyes shut and wiped his forearm across his brow. _I couldn't – _Peter looked up in surprise as he realized what it was he was hearing – a terrible howl of anguish echoing through the flaming warehouse. Ock was hanging from the last pillar, bent over, clutching his face in his gloved hands, hovering just above the floor over the bonfire raging across the warehouse. 

She was gone.

Otto felt his breath coming in short gasps. _I never…I NEVER would have…hurt her…Julia…oh God…forgive me… _Fleeting, disconnected thoughts ran through his mind as he struggled to understand what had just happened. Voices. The whisperings were frantic again.

He was too late.

He had spent too long dealing with Parker. If he hadn't…if he hadn't stopped to pull his mask off…if he had just moved a little faster…

I wasn't there … I didn't save her…I was too slow … He looked up; letting his hands fall to his sides, glaring at Peter above him in the rafters. _You did this. This happened because of YOU._

Otto suddenly howled murderously as he climbed up the pillar and smashed out the skylight with one of the tentacles, swiftly pulling himself up and out. A huge clap of thunder shook the warehouse just as the doors were kicked in, and policemen began yelling and calling for the fire hoses. 

There's nothing else I can do here…Wiping his face again, Peter shot a webline to the skylight and followed Ock outside onto the roof of the warehouse, hoping no one noticed down below. Lightning streaked across the sky as Peter scanned the horizon for any sign of the doctor, but he was gone already. 

Peter looked down at his feet and then squeezed his eyes shut, covering his face. He had failed. He should have moved faster. He should have done _something_. Cold rain battered him from all angles as the storm raged on overhead. He lifted his head from his hands and stared up at the gray skies, realization suddenly spreading over him as the needle sharp drops of rain splattered across his face.

Octavius had been trying to reach her too. 

Peter closed his hands into fists and lowered them to his sides, grimacing. He _wasn't_ just going to leave her there, then. But he had failed too. Peter slowly walked to the edge of the warehouse and looked down at the handful of police cars and few fire engines as they tried in vain to quell the raging fire inside the Oscorp Chemlab. Taking a deep breath, Peter turned and ran to the other edge of the warehouse and leapt off, catching a web onto the guard tower and hurling himself high into the dark, threatening sky.

It didn't matter how many people he had saved – it was always negated by the one he couldn't. 


	10. Chapter Ten

Otto stood in the doorway of his apartment, dripping wet, his tentacles tucked up inside the trench coat out of view. He pressed his hands against the doorjambs and simply gazed inside at the dark room, feeling as if he were hollow, his face blank. A long sigh escaped him as he took in the sight before him.

Along the living room floor there was a huge gash where something had torn open the carpet, shredding it. The sofa and coffee table had been overturned and ripped to shreds. Framed art that had been hanging on the wall lie smashed across the floor. He slowly walked into the room, pieces of glass crunching underneath his shoes. Across the room in the kitchen area all of the windows had been shattered. The blinds lay in sad heaps across the linoleum floor and all of the cabinets had been emptied onto the countertops and floor. Rain was blowing inside the shattered windows and pooling on the kitchen floor. He turned around in the center of the room, the tentacles slowly uncoiling from inside his coat. The claws flexed and rotated, concentrating on the wreckage as well. He walked towards the bedroom and stopped in the doorway, leaning against the jamb.

The mattress had been ripped to shreds, as well as all the clothes and linens in the closet. The bureau was lying on the floor, each drawer torn from its frame and thrown against the wall. The only thing in the room that had not been destroyed was the mirror. It had been carefully moved from the top of the bureau to the wall over the headboard of the bed. Otto walked into the room, stepping through magazines, folders, and papers of all sorts lying strewn across the floor. Outside a giant clap of thunder rolled across the sky as lightning struck. The room lit up brilliantly for a second, and Otto saw himself in the mirror along with the words scrawled across the glass.

_"The itsy bitsy Spider climbed up the water spout, _

_What would you give to CRUSH the Spider out?"_

He read the hastily scribbled words again. It was a nursery rhyme of some kind. He walked closer and touched the glass, smearing the words. Written in ink. He looked below the mirror at the small, orange object lying against the headboard, picking it up in his hand. It was a crudely carved jack o'lantern. Otto looked at it in astonishment, recognizing the calling card.

_You've got to be kidding me…_

There was a slight crinkling noise behind him as someone stepped on the scattered papers and he turned quickly, swinging around a clenched tentacle and cracking the man behind him across the face. He heard the muffled cry of pain from under the man's mask as he fell to the ground, dropping the gun and clutching at his face. Otto felt the numbness leave his body and he smashed the open claw down on the head of the assailant, silencing his pained cries.

_Enough of this. I can't take anymore._

He jerked to the side as a gun went off to his left, narrowly missing his head as it cut into the wall beside him. He turned sharply and threw both tentacles out, impaling the black-clad assassin through the chest in two places. The man didn't even have time to scream. Yanking the tentacles free of the corpse, Otto turned again to face the doorway of the bedroom, spreading his arms wide as all four tentacles extended out from his body.

"I've had ENOUGH!" he yelled, lunging through the doorway and jamming two tentacles around the corner, wrenching both of the men standing to either side together and beating them against each other violently, forcing each of them to drop their weapons. They clawed at the tentacles that held each of them around the neck as he carried them both to the kitchen window panels, pausing to hold them both outside the windows. Their rabid slurs of anger immediately shifted to cries for mercy as they dangled some ten stories up from the ground.

"Who SENT you?" Otto snapped, gripping the sides of the windows as he held them farther out over the streets below. Lightning cracked across the sky and another thunderclap drowned out the pitiful sobbing of the two men dangling from his grasp. They babbled incoherently, holding onto the metal arms for dear life.

"Did Osbourne send you? Did the Green _Goblin_ send you? _Did he?_!" he yelled again. Neither of them responded and Otto frowned darkly, his brow furrowing.

"So be it," he said quietly as he heaved them both from the building. The sound of their screaming faded quickly into the steady din of the never-ending rain. He hadn't needed them to answer; he already knew.

Norman Osbourne's other persona, the Green Goblin, had done this. It was no secret to the head of each department, himself included, just what was going on. It was never discussed with any of the other personnel because it didn't require any discussion – Norman made sure of that. Unless you had a death wish, you kept your mouth shut about it. Otto himself had developed the fuel for the glider that idiot used to fly around the city. And now – _now_ he had decided to toy with Otto. He snorted to himself. The man had no idea how dangerous an idea that was. But he had other matters to tend to before he dealt with Norman.

He turned; ready to rid himself of any other pests hiding in the darkness. But there was no one else there. He was alone again. Alone like he always had been.

_It's your fault. You're only alone because you chose to be._ A low moan escaped from his lips as he dropped to his knees on the floor, glass crunching painfully beneath his legs as all four tentacles fell heavily beside him.

Julia was dead. He stared at the ground before him, ignoring the raging storm going on behind him as more rain blew inside the kitchen, soaking him through again.

She was dead and it was because of _him. _If he hadn't involved her in this, she would still be alive. He had thought he was protecting her by refusing her, but in the end…

_She accepted you, and you shoved her away. You accused her of betraying you. You were going to really hurt her for that._

"No, I wasn't," he said aloud, jerking his head up.

_Starting to walk in dad's footsteps now, aren't you?_ He lifted his head again and slowly stood up, lifting each tentacle from the ground.

"_Quiet_," he whispered fiercely, facing the window again as he mentally shoved the thought away.

_This is Spiderman's fault_. If Parker hadn't come, if he hadn't intervened, none of this would have happened. Had Julia found Spiderman beforehand? Had she called the police? Maybe she thought she was doing him a favor; trying to save him from his own self. Otto wiped a hand across his face.

It didn't matter now.

The sound of the rain coming inside the kitchen and hitting the linoleum floor was strangely calming. Otto let the arched tentacles fall to his sides again, feeling that old familiar sense of loss. He had just killed four men. He had voluntarily taken their lives. _Again_. He sighed as he thought of the night of the accident. It was amazing just how _easy_ it had become.

Even more startling - he didn't care.

How many more times must he go through this? He stared out at the rain coming down in solid sheets over the city. Was he destined go through the rest of his life like this? He looked down at the street far below, watching the red brake lights and bright white headlights going to and fro. Below him at the base of his apartment building there were the blue and red flashing lights of cop cars – someone had discovered the hit men. Or what remained of them. Shifting his weight, he felt something touch his foot. He looked down and saw the jack o lantern he had dropped lying on the glass-covered floor. He bent and picked it up, looking at it in disgust. Osbourne. _Goblin_. Whatever the insignificant fool wanted to call himself. He was too afraid to come face to face with him and so he sent these pathetic excuses for assassins instead?

"Don't think I have forgotten about you, Osbourne," he muttered, squeezed the pumpkin in his hand until it split.

Otto twisted back and chucked the pumpkin from the window, watching it sail out across the street and disappear in the rain.

* * *

High above him, across the street, a lone figure stood with one foot up against a cherub sculpture lounging across the ledge of the records building. The downpour continued, but he didn't move.

_This is far better than anything I could have imagined. _A slow smile spread across his lips and lightning streaked across the sky as he watched Otto climb out the window on the tentacles and clamber down the side of the building, tearing chunks out of the façade as he went.

"Itsy bitsy spider climbed up the water spout…down came the rain and washed the spider out…" he sang to himself, jumping off the cherub into the darkness of the early evening sky.

* * *

Andy sat with her knees curled against her chest in the tall windowsill, her head pressed against the glass as she stared out at the rain pouring in sheets across the pier. Somewhere across the warehouse there was the sound of a clock ticking. It had been silent now for at least a half an hour – they both sat in the darkness together, yet each was incredibly and unbearably alone.

There was nothing that could be said that would cover the wound anyway.

Otto sat below her on a torn couch, the tentacles lying limp across the cushions. He was hunched over, elbows on his knees, holding his head in his hands. His sunglasses sat on the floor beside him. His eyes were burning again. And the whisperings were very quiet, almost solemn, in the back of his mind. Outside a bolt of lightning flashed across the sky, followed up by a clap of thunder.

Andy let out a long, shaky sigh.

"You going to kill Spiderman?" she said finally, her voice cracking. Otto lifted his head from his hands and reached down for his sunglasses, slowly pressing them against his face. He cleared his throat.

"Is that what you want?" he asked, his voice gravelly. She didn't answer. He sat back against the couch. Lightning lit up the warehouse for a split second before the deep rumble of thunder rattled the windows. There was another long bout of silence.

"I tried. I tried to reach her." It didn't matter anymore what he had tried to do. He knew that. Standing up, Otto wiped across his face with his rain-soaked forearm.

"I know that. I know you did." Andy reached over and pressed her finger to the condensation on the glass and pulled down, the glass squeaking with each motion. Again. And again. She dropped her hand to her side. Otto glanced up.

_Spiderman._

In one swift motion she wiped the glass clean of the lettering and buried her head in her arms. He turned away and stood with his back to her.

"I…I'm sorry," he said, slowly making his way on the tentacles to the door of her workshop warehouse. He knew well how those words carried little weight. Sorry was never good enough. Andy lifted her tear-stained face from her knees suddenly.

"Please! Please, don't go." There was desperation in her voice. He paused at the door, the tentacle slowly slipping off the handle.

"I don't want to be alone. Please, stay here. Just for a while," she pleaded quietly. Otto lingered by the door for a moment beforefinally coming back in. He sat down on the tattered couch again and sighed. Andy climbed down from the window sill and sat next to him, pulling her knees close to her chest again as she laid her head against his shoulder. He glanced down at her; one eyebrow lifted in surprise, but after a moment's hesitation he curled his arm around her shoulders, hugging the girl gently to his side. He closed his eyes and leaned his head back on the brick wall behind him as she started to sob again, pressing her face into the folds of his already damp trench coat.

_Go on and cry. Cry until you've got nothing left._

The clock continued to tick somewhere across the warehouse, and another low rumbling of thunder rattled the windows.

The rain outside was letting up.

But the storm was far from being over.


	11. Chapter Eleven

Peter nervously glanced behind him for the tenth time as he pulled his chair up to the table outside the Blue Moon Café. A few days had passed since the incident at Osborn Chemlab and he still had not calmed down. Every time he turned around he expected to see Ock standing there, ready to batter him within an inch of his life again. But he'd not seen hide nor hair of the man since that night. Mary Jane was giving him a crooked smile when he turned his attention back to her and he weakly smiled back.

"Are you expecting someone?" she said, taking a long sip from the mocha coffee he had just bought her. Peter picked up the cinnamon bun sitting before him.

"I'm sorry. I…I thought I heard someone calling my name. I guess I'm hearing stuff," he joked, taking a big bite.

_Actually, my Spider-sense is a live wire today. I swear I think danger is around every corner. I gotta chill out._

She reached for his hand and squeezed it reassuringly as she set her drink down, leaning forward on the table to look at him.

"So how is it going at the Bugle? You've been so quiet lately I feel like I've missed out on a lot," she began, holding out a napkin as Peter finished off the pastry. He looked at her, lost. She pointed to her chin.

"You got a little…bit of stuff," she said, gesturing. Peter blushed.

"Thanks," he mumbled, wiping his chin clean roughly with the napkin. "Uhm…yeah, work is fine. You know, the usual. JJJ is always riding me for something. I know its because he thinks I'm just another dumb kid," he told her, looking past her shoulder down the quiet, narrow street. The hairs were standing up on the back of his neck now. What was going _on_? Mary Jane hadn't noticed, taking another sip of her coffee.

"Yeah, but the pictures you take of Spiderman are so amazing. How you manage to take such incredible pictures is beyond me," she said, leaning her chin on her palm and tapping the current Daily Bugle paper on the table beside her drink. "I know you two must be in cahoots," she joked. He glanced down at it, still distracted, and saw the picture he had gotten of himself webbing up another nameless robber. The picture was actually old, but lately he hadn't been able to set his camera up in time to get anything else. It didn't matter – JJJ had given it another degrading headline that slammed Spiderman as a criminal anyway. He looked away. He was having a hard time focusing lately. Another tingling in the back of his mind forced him to glance over his shoulder again. Mary Jane sighed, exasperated now.

"Peter. You really need to take it down a notch, babe. I don't know what you think you hear, but there's nothing there!" she said, throwing her hands up in the air. He turned back around and sighed.

"I know…I'm sorry," he said quietly. _But something is going on…_

* * *

Otto stood on the corner of one of the busiest four lane streets in the city, a cigar jutting from between his teeth and his hands in his pockets, watching the traffic rush by. He was just a few blocks away from where Parker sat now with his lady friend. Wisps of smoke trailed from his pursed lips as he looked at the red stop light at the intersection, gazing down at the long line of cars.

The walk signal began flashing in warning to the people still in the crosswalk and seconds later, the light flickered green. A few horns blared immediately, and they all slowly began to move again. Everyone was always in a hurry – waiting for the light to change must be an agonizing delay for these people. He took the cigar from his mouth and pinched the smoldering tip out with his gloved fingers, putting it inside one of the inner trench coat pockets.

He knew the importance of having patience.

He had seen Parker and Mary Jane together as they left their high school campus only an hour or so ago, standing in the shadows between buildings as they passed. Peter had nervously looked back over his shoulder afterward, making Otto smile.

_Can you feel me watching you, Parker? Can you hear me thinking about what I'm going to do?_ He had watched them for another block or so and then returned here, where he had stood watching the traffic.

_Will you hear this, too?_ Otto let the tentacles unfurl from beneath the long green trench coat. Two young girls who had been standing beside him waiting for the light to change gasped. One of them reached out and touched the lower tentacle, and Otto looked down at her, the claw opening wide as it turned to look at her. She looked up and him and gave him the thumbs up sign. He cocked an eyebrow in surprise. He hadn't expected that.

"That's a cool costume, mister. You some kind of robot? I'm gonna to be a dinosaur for Halloween, 'cuz my mom made me a suit," she said, watching as he clamped onto the lamppost beside them. Smiling slightly, he turned over his shoulder and pointed to the store behind him.

"Fascinating. Why don't you two do me a favor and give me some room?" By now some other people had noticed the tentacles and were pointing. The second girl grabbed the other's hand and pulled her back under the store awning.

"Whatcha gonna do, mister?" she asked, her eyes wide. Otto turned back to the lamppost and tightened his grip.

"I'm going to phone a friend," he said, ripping the lamppost from the ground with a sharp twist of the claws. Wires overhead popped as they were wrenched from the top of the lamp, swinging back against the metal post on the opposite side of the road. The girls behind him squealed and clapped gleefully. They weren't his only audience, however, as a young couple walking down the other side of street had stopped to stare. A few tourists were snapping pictures. Otto ignored them all, bracing himself against the sidewalk with two tentacles and holding the lamppost up in the air with the other two as if it were a baseball bat. The cars still hurtled by in the busy four-lane street, but he didn't move. Not yet. Not yet…

A smile spread across his face as an eighteen-wheel MAC truck appeared in the distance. It was barreling down the street towards the intersection, probably trying to make the light with the rest of the traffic. Otto waited until the truck was only a few yards from the intersection – and swung the metal post.

* * *

Across four city blocks, Peter suddenly jumped up from the table, his chair just about falling over into the couple sitting next to them. MJ looked up at him, her hands frozen midair. A shooting pain was stabbing him directly behind his eyeballs.

_Jesus! What the HELL?!_ he yelled internally, clutching one hand to his forehead.

"Now what?" she exclaimed, clearly confused. Peter turned back to her, trying to gesture with his hands.

"I, shoot, I, uh, just remembered something, MJ, I gotta jet. I uh…I forgot to pick up Aunt May's prescription this morning. I really have to get that to her. I'll see you later tonight, okay?" he lied, backing away from the table. Mary Jane gave him a slow wave goodbye.

"Well, okay, Peter. I'll…I'll see you tonight, then," she called as he turned and ran down the sidewalk. She made a mental note to buy him a planner for his birthday. That boy was always forgetting about _everything_.

* * *

Otto's entire body jarred with the impact, all four tentacles shuddering violently as the lamppost shattered the Mac's windshield and sheared into the front wall of the trailer itself. He released the warped post and jumped back, adrenaline coursing through his body as he clambering back on four tentacles to watch. The truck twisted violently as the lamppost swung around and hit the side of another building, digging a long trench into the brick wall as it scraped past. Two cars driving alongside the trailer swerved as the Mac truck jackknifed. One flew up onto the sidewalk and plowed through the front of a bakery while the other crashed against the stoplight post. The thick smell of burning rubber filled the air as the emergency brakes locked down on the back tires of the trailer, but it was far too late to do any good.

Otto climbed up the side of the building near the intersection and stood atop the roof. People scattered below, screaming and running from the intersection as three more cars from the opposite lane smashed headlong into the trailer, which was sliding along now on its side, sparks flying in all directions as it tore into the pavement. The cascading effects of the jack-knifed trailer were delightfully devastating, and he clasped his arms behind him, watching his handiwork unfold before him with a wicked smile curling his lips.

_I did this._

* * *

Peter ran down a side street, tearing his shirt over his head and ripping his belt from his pants. Thank God no one was wandering down the narrow alleyway – luck was with him for once. He pulled his mask from his pocket and pulled it over his head as he flung his wrist out and jerked himself from the ground, kicking off his pants and shoes as he flew up.

_What the hell is going on with my senses today?!_ His heart was racing as he threw another web line, abruptly turning down a main street, leaping off a lamppost and launching into the air again.

_Something terrible has happened. I just know it._

_

* * *

_

The trailer skidded along the pavement, taking out four more vehicles before finally crashing to a halt against the building on the opposite side of the intersection. Tires screeched as cars, still flying along at top speed from the south side, came face to face with an absolute mess of twisted metal and glass, adding to the carnage as they too collapsed into the underbelly of the overturned trailer.

It was almost musical.

Otto laughed as he leaped off the side of the building and caught the ledge of the next roofline, pulling himself up and over effortlessly, making his way to the Blue Moon Café four blocks away. He crossed over an alleyway just as Spiderman passed underneath. But Peter had not seen him. His mind was elsewhere.

He was too terrified of what he would find just down the street. He could already see a trailer, its twisted frame lying on its side with a metal lamppost protruding from its busted windshield.

_Oh Jesus…what happened…_

* * *

Mary Jane set her empty cup aside and unfolded the paper before her on the table, looking appreciatively at the interior photos Peter had snapped recently. The people sitting opposite her at the small outdoor café suddenly gasped, and she looked up. They were tripping over each other to get away now. MJ watched them, both eyebrows raised. _What in the world?_ They knocked over several chairs as they ran for the small gate that enclosed the café, yelling something indiscernible as they both leapt over the short railing. The waiter behind her dropped the tray he had been carrying and ran back into the café too. She looked down at the paper now bathed in shadow and gasped, twisting violently in her chair to look behind her.

Otto smiled down at her, a lit cigar stuck between his bared teeth.

"Hello," he said softly. Mary Jane's mouth fell open as she stared at him, dumbfounded.

"Mary Jane Watson, I presume. Such a pleasure to meet you," he said, the cigar bobbing as he spoke, extending an open claw in her direction. She couldn't move for a second, fear paralyzing her in place. She tried to speak but all she managed was a small squeaking sound. He retracted the tentacle after taking the cigar from his mouth gestured with his hand instead.

"Allow me to introduce myself; my name is Otto Octavius. Do you mind if I join you?" he said as he walked beside her and pulled out one of the chairs with a claw to sit down at the table. Two tentacles coiled around behind her to lie draped across the opposite chair. She desperately twisted in her chair to look behind her. There was no one to be seen. Turning back around, she stared at the man in horror, his open trench coat revealing the fused metal belt across his torso. The claw flicked the cigar once. She watched the ashes fall to the tabletop and finally looked back at him.

"You're…that guy they call Doctor Octopus. You were in the paper," she said, her voice shaking noticeably. He clasped his hands in front of his chin, resting his elbows on the arms of the chair.

"Indeed. Not my most flattering portrait, though." She swallowed thickly, her throat suddenly dry. She noticed the scars under his sunglasses and cleared her throat, glancing at her cell phone lying just inches from her on the table.

"You uh…you always wear those?" she asked. Otto pushed his sunglasses further up his nose.

"An unfortunate necessity, I'm afraid. It certainly isn't a matter of vanity," he responded coolly.

MJ suddenly reached for her cell phone sitting next to her cup and yelped, dragging her hand back as a third tentacle shot out from behind him and smashed the phone into pieces. She brought her shaking hands up to cover her mouth as Otto brushed the broken phone from the table, sticking the cigar back between his lips. He held her in his gaze as he puffed on the cigar, the wispy tendrils of smoke escaping from his mouth as he clenched his teeth again.

"I was hoping we could leave Parker out of this for now," he said calmly. Mary Jane tried to breathe normally, but all she could manage were quick, shallow breaths.

"How…how do you…" she croaked, fear paralyzing her throat now too. Otto leaned forward in his chair and grinned at her. It sent a deep chill down her back.

"We're old friends," he drawled, another tentacle curling around to rest on her shoulder. She screamed and suddenly slid down off her chair, dipping under the table and scooting out from under his grasp. Otto sighed and stood up as she ran for the gates, taking the cigar from his mouth again and dropping it to the ground, grinding it into the concrete with the tentacle.

"Ms. Watson, _don't_ run away when I'm _talking_ to you," he called after her. He clambered up and over the table, taking chairs and throwing them left and right as he caught up to her easily and grabbed her arm with his own hand. She turned and struck him in the chest as he held onto her, glaring at her now.

"It's _rude_."

Mary Jane reared back and tried to punch him again as he held up his forearm to block her. At the last second she dropped her arm and instead jerked her knee up, hitting him squarely between the legs. Otto instantly released his grip on her and fell to the ground, holding in a cry of pain. The tentacles clamped onto the side of the building, the brick beneath the claws crumbling as the fingers contracted. Groaning, he craned his neck up in time to see Mary Jane running down the street, ducking down an alleyway.

_I can't…believe she did…that…_He was having a hard time putting together a coherent thought when his groin felt like it had suddenly been ripped apart. He hadn't expected this to be quite so challenging. It took him a minute to compose himself, slowly pulling himself up on the tentacles and scrambling off after her, angrily smashing car windows and ripping up the small saplings planted along the street as he went. He found her running down the dead end alley and stopped, leaning against the brick wall to wait.

She realized her mistake far too late.

The pain had lessened to a dull ache now and Otto managed to carry himself down the alleyway as the girl stood with her back against the wall, looking desperately overhead at the sky above. He cleared his throat.

"Please…don't do that again," he said sourly, shoving his glasses up his nose again. Mary Jane wiped her glistening eyes with the back of her hand, looking again to the sky above them. He followed her gaze and then looked back at her, scowling.

"Wondering where Spiderman is, are you? I'm afraid he's tied up at the moment. Doing his 'hero' thing," he said, finally regaining his composure as he folded his arms behind his back. He stood on two tentacles while the others focused on MJ. She wrung her hands together, staring up at him. She mentally smacked herself in the head – why had she run down an alleyway?! That's what all those stereotypical girls do in all the horror movies!

"If he were here he'd kick your sorry ass," she said vehemently, still twisting her hands together. Otto gave her a half smile.

"Would he, now? I think he's better suited to photography, myself." Mary Jane wasn't paying any attention to him, casting glances all around her. Probably looking for some kind of weapon. He snorted.

"Are you really that simple-minded, Ms. Watson?" he said coldly.

"What…what do you mean???" she cried, visibly trembling as she cowered against the wall.

Otto looked down at her in contempt, his arms clasped behind him, the tentacles flexing around him casually.

"You really don't suspect a thing, do you? I had thought that perhaps you were brighter than the rest considering the company you keep, but no; you're just another ignorant whelp. How disappointing." In one swift motion he snatched her with one tentacle, coiling around her torso and lifting her from the ground. She screamed again, beating her fists on the tentacle in vain. Annoyed with how much commotion she was making, he pulled her forward, crushing a damp, sharp-smelling rag against her nose and mouth. Her screams muffled now, she fought against him and managed to drag her nails down Otto's cheek and chin. He let out a yelp of pain as she drew blood, pulling her back to a safer distance and clamping a claw over the rag on her face. She kept struggling, kicking and clawing at the metal arm, but her attempts to escape were futile.

"You're making this far more difficult than it has to be!" he growled, pressing his gloved hand to his scratched face as she began to fall limp in the tentacle. Finally she stopped moving all together and he threw the rag the tentacle had been holding to the ground. He pulled his hand away from his own face and stared at his glove, clenching it into a fist.

_Feisty little wench. _

He brought the unconscious girl closer for inspection. _What an interesting pair these two must make_. Satisfied, he climbed up the side of the building with his subject in tow.

She would do nicely.


	12. Chapter Twelve

Peter was pulling another unconscious and bloodied woman from the crushed remains of her car as more police cars were arriving on the scene. Police and ambulance crews were all over the place by now, and he figured it wouldn't be long before the media pounced on the wreckage too. Some people had only words of praise for Spiderman, while others demanded to know why he hadn't been there to stop that madman. He tried to tell them – he couldn't be everywhere at once. What did they want from him? He was trying his best!

_Grin and bear it, buddy. Get in there and keep at it._

He had managed to pull all the cars from the wreckage and pull out any survivors. He jumped up to the cab of the MAC truck and peered inside, immediately yanking his head back again.

"Oh God…" he said, suddenly feeling as if he couldn't breathe. What a mess. He hopped down from the cab and looked over his shoulder at an ambulance crew waiting nearby. The pointed to the cab and he shook his head. Shooting a web out, he hurtled himself up and away from the scene to sit atop a restaurant roof. If this was indeed Doc Ock's work…where was he? Why would he do this and then leave? It didn't make sense. The last time he'd caused this kind of chaos, it was to draw Peter out so he could try and kill him.

So where was he? Peter scratched his head through his mask and crossed his arms, looking back down at the intersection. He was aware that his Spidey sense was still tingling…but it was nowhere near as strong as when this had happened.

Suddenly all of the blood drained from Peter's face and he felt himself break into a cold sweat. Maybe Ock hadn't wanted Peter this time. What if…

Mary Jane.

He'd left her alone. Would Ock have gone after her? Would he have done this just to cause a distraction? He leaped off the roof and swung back down the way he'd come, frantic now.

Had he done something to Mary Jane? As pay back for what had happened to Julia?

_Oh God please no…please let her be all right…_He landed in a crouch on the building across the street from the café, breathing hard.

She was gone. He slowly stood and then jumped down to the pavement below. There were chairs tossed every which way as well as an overturned table. He bent and picked up the sad remains of a phone. It was Mary Jane's phone; he recognized the cover plate. He dropped it to the ground and stood silent for a minute, his hands curling into tight fists.

He turned on his heel and leaped back up into the air, flying up into the skyscrapers of the city, furious with both himself and Ock. He should have _known_. He should have seen it coming! Peter landed on the top of a high skyscraper and looked out over the horizon. He could be anywhere. Where would he even begin to start looking? It didn't matter – he'd find her. And he'd get Ock. He'd beat him unconscious. He looked down at his clenched fist and frowned. The skies overhead had turned threatening again and he felt the first few drops of rain soak through his mask.

_You wanna play rough, Ock? We'll play rough._

* * *

Andy stared, wide-eyed, as Otto dropped the limp body onto the couch beneath the window. Both the girl and Otto were dripping wet - outside it was pouring again.

"Hold on, who the hell is this?" she exclaimed, pointing at Mary Jane. Otto raised an eyebrow at her and smiled as if it were obvious.

"A necessary part of the experiment." She stood gaping at him for a moment and then turned back to the girl.

"You can't just…what are you…" she couldn't gather the words. Finally she straightened and shoved Otto in the arm.

"You can't just TAKE someone off the street and treat them like a guinea pig, for Christ's sake! I thought you were developing a Spiderman serum! What are you doing with her?" Otto glanced down at his arm where she had hit him and frowned.

"Number one, she's isn't just 'someone' off the street. And number two, I _am_ developing a serum. However, I need a participant to test the final composite, don't I?" He reached for a roll of duct tape on a nearby bench and tore off a long strip with the tentacles. They turned her over and began to bind her wrists and ankles together. Andy shook her head and crossed her arms.

"Otto, I'm all for scientific progress. I really am. But you can't just 'test' it out on this girl. I'm quite sure she isn't a willing participant in this experiment. What happens if something goes wrong?" she put her hand on his arm and pulled him around. He gazed down at her, his face suddenly stony.

"What if she ends up dying?" she said, lowering her voice. Otto dropped the roll of tape back onto the table.

"You shouldn't worry so much. I am supremely confident this serum will work." A faint smiled curled his lips, but he said nothing more. Andy snorted and pointed at him.

"Whatever that's supposed to mean, it sounds pretty sick. I'm not down with that at all." Otto abruptly lifted himself up on two of the tentacles; the other two arced beside him, snapping shut loudly. Andy instinctively backed away as he floated closer to her, gesturing with one hand at her.

"Andy. My _dear_ girl. You must not doubt that I hold you in the highest regards as an intelligent being worthy of my presence and conversation. But I'm afraid your opinion in this matter is void – the experiment will continue. Have faith." She looked back down at the girl lying bound pitifully on the couch and then looked back up at him. He pressed the sunglasses further up his nose and frowned.

"I'm sorry, Otto," she said, shaking her head. Otto sighed, truly disappointed in her lack of enthusiasm.

"So am I," he said despondently. He suddenly grabbed her with two tentacles and picked her up. She grabbed onto the tentacles, staring at him in disbelief.

"What the hell are you doing now?" she cried as he walked across the warehouse with her. He held her against a support column in the center of the warehouse and reached for a huge spool of wiring on the floor beside him, unraveling a few feet of cord and then pinching it off.

"I can't have you interfering in this. I've waited too long and worked too hard on this to be set back now." She remained silent as he wrapped the cord around her and secured the ends behind the column. She glared up at him and he held her gaze.

"This is quite unnecessary, Otto. What did you think I was going to do?"

"Forgive me," was all he said as he walked back to begin working. Rain was streaming down the windows far above them now and a low rumble of thunder rolled across the sky. Otto reached for the small container of vials he'd brought from Oscorp.

Today…he would make history.

* * *

Peter stood on top of an old church roof, balancing carefully on the steep sides as he scanned the horizon.

_What am I looking for_? _I have no idea where to begin…_He knew chances were slim Ock had gone back to the warehouse complexes at Osbourne Industries. That would be too obvious. He pulled his mask from his face and lifted it skyward, letting the cold rain wash down over his burning forehead.

"You'll catch cold standing out here in the rain like this," a voice said behind him. Peter froze, feeling his face drain of blood.

_Oh no_.

_Not now. Please, God, not now._ Peter turned on the summit of the roof carefully and saw the Green Goblin hovering directly across from him, shaking his head in a disapproving manner. Peter let his anger do the talking as he stuffed his mask back over his face and curled his hands beside him.

"I don't have time for you, Norman. I have to find MJ," he snapped. Goblin cocked his head and bent down on the glider, looking concerned.

"Oh dear – misplaced your girlfriend again, have you? Why don't you check the street corners downtown? I hear that's where all the whores hang out," he said nastily, jerking a thumb over his shoulder. Peter crouched onto the roof, ignoring the biting remark, and prepared to shoot a web. Maybe he could pull the glider out from under him.

"Did you _hear_ me? I said I haven't got any time for you!" he yelled as he shot a web for the glider. Norman flew up higher and he missed, veering back around at Peter.

"Now that's not fair, Peter! I _always_ make time for you!" he cackled, rushing at him and knocking him down the side of the roof. Peter spun around as he slid and kicked off the ledge of the church roof, leaping up and shooting a web. He had only made it as far as the next roof when the Goblin lunged at him, the glider sliding across the roof and smashing into the ledge.

He landed on Peter heavily and crushed him against the pitch roof, his hands wrapped around his throat. Peter swung and cracked him across the face, but Norman took it and simply shook his head as blood began to drip from the nose of his mask.

"_Peter_. That was uncalled for," he muttered, tightening his grip around his neck. Peter choked and shoved against Norman's chest, desperate to get the man off of him.

"Now. Do I have your attention?" he growled, waiting patiently as Peter nodded weakly, his hands wrapped around Norman's forearms.

"Good. Stop struggling then. You'll want to save your strength so you can be the hero again today," he laughed, leaning closer. Rain dripped down the contours of the Goblin's mask and splattered across Peter's face.

"What are you talking about?" Peter managed to croak, feeling his legs going numb under Norman's weight. He smiled wickedly, the corners of the goblin mask stretching to match his grin as he leaned closer still, right against Peter's head.

"I have a secret, Peter. Want to know what it is?" he said, chuckling. Peter stiffened, craning his head back to try and take a breath.

"_I know where Mary Jane's run off to_," he whispered. Overhead the sky lit up as lightning struck down somewhere in the city. Peter felt his muscles contract all at once, and he yanked his numb legs up, somehow managing to flip Norman over his head and off of his neck. Gasping for air, Peter staggered away, facing the Goblin as he got to his feet and grinned at him.

"Don't play games with me! Not today!" he yelled, charging for him. He dipped lower at the last second as the Goblin tried to throw a punch, but it sailed over his head as Peter crashed into Norman's knees, bowling him over. He threw him across the roof and rushed at him again, cracking him across the jaw with his right fist. Peter felt his anger fueling every punch as he beat Norman across the face again and again, finally letting go of him as he slumped against the ledge of the roof. He backed away and tripped, falling backwards and staying there on the ground, breathing heavily and glaring at the Goblin.

How many times would they do this? No matter how many times they fought, no matter how badly they beat each other bloody, he _still_ came back to taunt Peter. Norman sat up slowly and dragged his gloved hand underneath the nose of the mask, smearing blood across his face.

"Well! I guess _someone_ got up on the wrong side of the bed this morning, huh?" he snapped at Peter, getting to his feet. Peter jumped to his feet as well and lifted his fists. Norman held out his hand.

"No. I'm done now, son. I just needed to get the blood flowing again, you know?" he said, chuckling to himself under his breath. Peter shook his head and jumped for him again, slamming him roughly against the ledge of the building, bending him back over and letting his upper body hang out over the streets far below. The bricks crumbled beneath their weight as they struggled.

"Peter! Enough!" he cried as his feet left the ground and he slid further off the roof.

"You can't just turn this _off_, Norman! _You're_ not going to decide when you want to tangle and when you're finished!" Peter said, furious, his hands clenched around Norman's neck as he shoved him out over the ledge. A few bricks loosened beneath the Goblin's back and fell. He slipped even further and reached out desperately, grabbing onto Peter's shoulders with an iron grip.

"Listen to me, you little snot! I wasn't joking! I know where Octavius took her!" he said, sounding somewhat frantic. Peter held him there a moment longer before he loosened his grip and relaxed his clenched jaw. He finally let go and Norman rolled off the ledge to the ground, his demeanor suddenly serious.

"Tell me where she is or I swear to God I won't stop until you're dead," Peter said, his words saturated with rage. He was surprised at how violent he sounded – he was desperate now, desperate to find Mary Jane, and he knew his aggravation stemmed from that fear. He was sick of the Goblin's mind games – but he had managed to get his attention this time.

"All in good time, my boy - you don't want to bite off more than you can chew," he growled, one hand rubbing at his neck irritably, taking a step forward. Peter didn't move and the Goblin laughed again.

"Why would you tell me this, Norman? What's in it for you?" Peter said warily, watching every movement the Goblin made. This sounded an awful lot like a trap. Norman snorted.

"You were _there_, Peter. Didn't you see the condition Octavius left my goddamn warehouse in? It's going to cost me a pretty penny to get that place back into working order! He set me back a good couple of weeks! That bastard _owes_ me," he snapped, pointing a finger across the city in the direction of the Industrial Park. Peter let out a long breath, feeling panicky, and he slowly shook his head.

"I _know_ you were there, so drop the act. I found something you left behind after they put the fire out. I don't know what happened that night, but I guess he must have really beat you bloody if you let him rip _this_ off," he snickered, pulling a ragged scrap of cloth from the pouch slung over his shoulder.

It was his mask.

"What I wouldn't give to have seen that," he sighed, holding out the tattered remains of the mask in the rain. Peter reached out for it but Norman yanked it away.

"Oh no – this is mine now. I'm a pack rat, you see," he said, stuffing the scrap of cloth back into his pouch. He clapped his hand onto Peter's shoulder and laughed.

_Great. Now he's got evidence to pin me to the fire if he wanted. Just one more thing to worry about. _Peter shut his eyes and sighed heavily.

"You're wasting time, Norman. Tell me. Tell me where he took her," Peter said sullenly, feeling very drained as the rage dissolved into fear once again. _What had Ock done to her?_

Norman gave him a crooked smile and then turned, looking out over the horizon.

"Brilliant, really. He might be a bastard, but he's smart enough to make that _work_," he said, looking back and watching Peter expectantly.

"Got the Spider to leave his web so he could come in and take what he wanted. From what I hear, she didn't go without a fight. That should make you proud," he continued, clasping his hands behind his back as Peter took a step forward, gesturing at him angrily.

"_Tell _me! _Where_ _is she_?!" he yelled, exasperated now. Norman's grin faded as his expression turned solemn.

"On the docks, Peter. He took her to the pier," he said in a low voice. Peter got in Norman's face, grabbing up the front of his vest in a fist and yanking him forward.

"If you're setting me up – " he began, and Norman scoffed, glaring down at him.

"_Please_. Give me some credit," he said, repulsed, and Peter let him go again, running for the ledge of the church.

_The piers…I've got to hurry…_he thought as he neared the edge. Norman called out to him from behind, cackling wildly now.

"You _owe_ me, Peter! You hear me, boy? You OWE me for this!!!" Peter jumped from the building and was gone as another bolt of lightning cracked across the sky. Norman walked to the ledge of the building and leaned on it, folding his hands and looking across the city as rain continued to pelt him, a wide grin spreading across his face.

_Let's see what you'll do now, Octavius. Doctor Octopus. Whatever you call yourself now._ He turned from the ledge and jumped onto the glider lying in the corner of the roof. Kicking the glider into gear, he spun it around and quickly rose into the air as thick smoke billowed from the back of the contraption. Crazed laughter followed him as he rose higher into the sky, and soon only the sound of the rain hitting the roof remained.


	13. Chapter Thirteen

Otto had been working for the past hour or two in silence, the tentacles working with the sensitive chemicals inside a makeshift fire shield. Andy cleared her throat and spoke up from behind him.

"I've got this burning question to ask you, Otto, and now is as good a time as any to finally say it," she said, her voice suddenly upbeat. He didn't turn around but continued to work, holding a vial in front of him with the tentacles and writing something down on the clipboard beside him.

"Why are you making a serum that could put more Spiderman clones out there? I thought you hated him." There was a soft clinking of glass as he mixed another vial into a beaker set on a burner.

"Hate is a rather strong word. I reserve that for those that truly deserve it," he said quietly. Andy shifted in her bonds.

"Well, I hate him. I _hate_ him. Do you hear me? You're making this serum and it's going to put more of _him_ out there." Otto glanced back over his shoulder, stopping his work for a moment.

"You hate him, but not because he is Spiderman."

"It's the same difference! If he hadn't been there that night, nothing would have happened. He wouldn't have fought with you and Julie would be alive," she growled.

Otto looked at her a moment longer and then shifted his gaze to Mary Jane, who was beginning to stir. He had only told Andy what she needed to know that night. He didn't mention what he had said to Julia. Shaking his head clear of the painful memory, he continued to work.

"Trust me," he said after a moment. Andy shifted again, trying to work her hands out from under the wires silently.

"Trust you? You just tied me up and you're going to do God knows what to that girl, and you want me to trust you?" she asked, but Otto had turned back around, continuing to mix vials and record the results. Mary Jane groaned from the couch and tried to roll over. Otto cleared his throat, addressing his subject.

"No doubt you are suffering from a splitting headache, Ms. Watson. Lie still and relax," he said, lifting a beaker inside the firebox and examining it. The tentacles gently picked up two more eyedroppers and sampled the mixture. MJ's eyes fluttered open as she tried in vain to wrench her hands free. She looked down and saw her ankles had been bound as well.

"What are you doing? What are you going to do to me?" she croaked, twisting her head around to look up at him. Her head was thumping painfully and she closed her eyes again. _Oh God…where am I? What's this sicko going to do?_ Desperately she tried to wrench her hands apart. Otto gave her a sidelong glance.

"I'd advise you to remain still," he said, his words sharp. Mary Jane slowly relaxed her arms and buried her face into the tattered couch cushion, fighting back tears. _I have no idea where I am…oh God…he's going to hurt me…_She turned her head back around, strands of long red hair lying across her face.

"Please, let me go! S-Spiderman's going to find you anyway, so please, just let me go now," she began pleading, twisting her wrists around again angrily, her words intermittent with small gasps as she fought back her fear. Annoyed, Otto reached for the duct tape again with two tentacles and ripped a short strip from the roll, pressing it against her mouth roughly. She glared up at him, silent now.

"Enough, Ms. Watson. I said relax."

Otto retracted the arms from the fire shield and watched as a chemical reaction took place inside the shield. Everything was going along smoothly. He had been close the night the experiment had taken place. So very close. And now he was right there. This was the right combination. He was positive. Behind him Andy spoke up again.

"What will you do with the serum if it works?" she asked. Otto lifted his hands.

"I'm sure Osbourne Industries would be more than happy to make a deal with me." She lifted both eyebrows incredulously.

"You'd just sell it _back_ to them? But they'll just turn around and sell it to the highest bidder or something! And God knows they're not going to credit YOU for any of the work!"

"I'm counting on it, my dear." She stared at him, still confused. He laid the clipboard back on the table and reached a tentacle inside the firebox where he gently picked up a small glass vial, removing it from the shield and holding it in the air before him.

"This serum should, more or less, invoke the same genetic changes that occurred in Spiderman. Every subject will react in slightly different ways, of course, but that is one uncontrollable factor can't be helped." The claw twisted and dropped the vial into his gloved hand where he clenched his fist around it, smiling.

"What Osbourne won't know is that I've adapted this genetic strand to decompose after about seventy two hours after the changes have begun to manifest."

Andy recoiled in surprise. "You mean…it'll do what? Kill them!?"

"Essentially." His smile had turned wicked.

Andy fell silent, staring at the purple liquid inside the vial. She looked over at Mary Jane who had finally managed to sit up in the crook of the couch, also staring in horror at the vial. Otto knew Osbourne would buy the formula under the table without any hesitation. And everything would appear to be fine until their test subjects dropped dead. By the time that had happened, though, they would have already manufactured and sold the formula to the highest bidders on the market. When the other shoe finally fell, Oscorp, who would have taken all the credit, would be blamed for the faulty serum. Osbourne's credibility would all but be destroyed. He smiled in spite of himself.

How ironic; that which you've wanted most since the creation of Spiderman will be your undoing…

"Please, Otto, don't give that to her. I didn't mind you beating up on Spiderman – he was able to defend himself, at least. But look at her. Its not _fair_!" Otto dropped his hand to his side, looking at her in disgust, gesturing at MJ with a tentacle. The clawed end clacked shut menacingly in her direction, and she let out a muffled cry, trying to shove herself further back into the couch.

"Do you _really _want to have a discussion on the morals of the situation? Need I remind you who was responsible for Julia's death? Was _that_ fair?" he exclaimed resentfully.

"The way I see it, the world owes me, and frankly, I'm quite disappointed in your lack of enthusiasm in the matter." He turned again and rummaged through a plastic container, plucking a hypodermic needle from the pile. Mary Jane saw the needle and began to fight against the tape again as he examined the barrel of the syringe. She was whimpering pitifully now, but he ignored her for the moment, pulling the cap from the needle with his teeth and spitting it to the floor.

"I suppose once again I have proven that the only one I can depend on is myself. Nothing has really changed, has it?" he said as he plunged the needle into the vial's rubber stopper, drawing the contents into the syringe. "I shouldn't be surprised, really. At least now it is in my power to achieve what I've always wanted." Andy cleared her throat.

"And what is that?" He flicked the end of the syringe, pressing the plunger to remove the air bubble as he turned to look at her. She flinched when she saw the dark circles under his eyes and the frown lines that seemed permanently etched onto his face. She hadn't been aware of how tired and drained he appeared until now.

"Respect," he said flatly, his expression dark. Outside it was beginning to rain again. Otto laid the syringe carefully atop the firebox and reached with the tentacles into the shield to fill the second vial with the remaining mixture. Mary Jane had fallen silent; her head rocked back onto the couch. He pocketed the last vial and then picked up the syringe, reaching down and grabbing her by the forearm roughly. She had fainted.

He sighed wearily and stuck the barrel of the syringe between his teeth, propping her back up against the side of the couch. In order to give her the shot he had to unbind her wrists, and he began tearing the tape off. When he had thrown the last of the tape to the floor Mary Jane suddenly wrenched herself from his grip and swung up, smacking him across the face as she simultaneously tore the tape from her lips. The needle flew from his clenched teeth and skittered across the floor, finally coming to rest in against a column. Otto hissed under his breath and backhanded her – a reaction that startled even him. She had cried out in pain and covered her head with her arms as she tried to shove herself over the top of the couch against the wall.

"Ms. Watson, I believe I've run out of patience for this sort of behavior," he said, annoyed. One tentacle reached out and grabbed her around the waist roughly, dragging her back and holding her beside him as he glared at her.

"Go to hell!" she snapped, her trapped hands clenching onto the tentacle wrapped tightly around her torso.

"Would you believe I've been there already?" he snapped savagely, gesturing with his hands as the other three tentacles flexed around behind him. One of the claws rotated and focused on MJ, watching her keenly as she struggled in his grasp. He reached across the room with another tentacle and picked up the syringe, holding it over his hand. The claw opened and dropped it into his open palm, and he inspected the needle closely. Andy spoke up from across the warehouse.

"Otto, don't do it! Leave her alone, for Christ's sake! You're going to KILL her!" He ignored her as Mary Jane began pleading with him.

"Please! Don't stick me with that thing! Please, let me go! Let me GO!" she cried. Otto sighed at her hysterics.

"Calm down, both of you. I'm a _doctor_. I think I can handle administering a shot," he said sarcastically as Mary Jane twisted in his grasp and whimpered again. "You really shouldn't have done that," he said to her, holding the syringe between two fingers, "the needle isn't sterile anymore. I suppose that really doesn't matter, though, does it?" He smiled at her sadistically and grabbed her arm, wrenching her forward. She began screaming as he brought the needle to the inside of her elbow.

Suddenly there was the sound of bursting glass from above. Otto jerked his head around to look. Andy cursed vehemently behind him as Spiderman appeared in the window, framed by another bolt of lightning as the rain continued to pour outside.

"Ock! You're having a party and you _didn't_ invite _me_? I'm hurt!" he cried, leaping from the window into the warehouse, swinging down to land atop a tall cabinet.

"Spiderman!" MJ called out, a smile breaking across her face. The tentacle tightened around her and she gasped.

"Just take her and get OUT!" Andy yelled. "TAKE HER AND GET OUT!" she screamed again, hoarsely. Peter crouched on the cabinet, looking back and forth between Andy and Ock, who was clenching Mary Jane in his tentacle and holding a hypodermic needle in one gloved hand.

Oh God…what's going on? Am I too late? MJ, please say you're okay… He wobbled back and forth on his ankles uncertainly. The girl with the orange hair was screaming at him again and Ock had raised Mary Jane up in the air.

"PAR – " Otto began to holler, cut off abruptly as Spiderman flicked his wrist and shot a splattering of webbing across his mouth. Furious, Otto tore at the webs as two tentacles snapped at the web slinger as he swung by overhead.

"Ock, what did I tell you about name calling?" Peter yelled down from atop his perch, watching MJ, his heart pounding inside his chest. Otto ripped the last of the webs from his mouth, the scratches along his cheek bleeding again. He sneered and pointed up at Peter, lifting Mary Jane up in his tentacle, holding the needle dangerously close to her neck. He'd jab it into her throat now, for all he cared – he'd put up with enough of her crap today.

"I've got no time for you, boy, I'm busy!" he hollered up at him. Mary Jane craned her neck away from the needle, her screams sending chills through Peter's body.

Oh God, MJ, don't move, don't move…I'll get you…

"Come on, Doc, lets leave the ladies out of this, okay?" he called down, spotting the elaborate sound system set up directly behind Otto. A sudden idea struck. Those bass speakers were some six feet tall; just a few seconds of that and he might have the advantage. He squatted on the rafter and extended his hand. Otto raised a tentacle up to deflect any more web attacks.

"It's far too late for compromise – this is the final stage of my experiment. And no one, not even you, is going to stand in my way!" he yelled, dragging Mary Jane closer, raising the needle again.

"Hey, Ock, wait! Wait a second!" he cried, waving frantically. Otto looked up at him, scowling, pausing for a split second. Peter had learned to put those split second pauses to good use.

"You like bass?" he asked, and shot a large glob of webbing at the switch on the unit, yanking his wrist up. "NO! They're – "Andy immediately yelled just as the stereo system roared to life, thundering bass emitting from both speakers. Peter tottered backwards on the beam, grabbing hold just in time before he fell off. _Jesus!_ It was even louder than he had expected. Otto had dropped MJ and the syringe in complete surprise, his hands flying to clamp over his ears as both he and Mary Jane yelled out in pain. Peter winced – he had forgotten about MJ's ears. _Shoot_. He leaped down from the rafters and flung a web out to snatch the syringe, feeling the deep vibrations thudding in his chest as he tossed it behind him somewhere in the warehouse, turning his attention to MJ who was lying curled with her knees to her chest, her hands covering her ears.

The thundering bass had all but ruptured Otto's eardrums standing as close as he was – he twisted violently and smashed all four tentacles into the units behind him to stop the noise.

"DAMN IT! _Otto_! Those were EXPENSIVE!" Andy yelled in protest as the now silenced speakers toppled over onto the cluttered warehouse floor, tendrils of white smoke curling up from the exposed speaker cones. He turned back around, still holding his hands to the sides of his head, looking bewildered as the tentacles wavered erratically around him, the claws snapping opened and closed furiously.

"WHAT??!" he yelled at her, unable to hear anything but a deafening ringing sound. Growling furiously to himself, he looked down and saw Mary Jane had disappeared. Above him he saw Spiderman had snatched her up in his arms and was hurling himself for a window far above them.

Otto let his hands fall from his ears, which were still ringing painfully, and began to climb up the support pillar nearest to him. It creaked and slanted a bit under his weight, but he ignored it and kept going, finally reaching the intersecting girders near the roof. One tentacle whipped around and caught Spiderman's left leg just as the two had reached the last column before the window. Peter tried desperately to throw another web line, but only managed to web MJ to the support column in front of him. She reached out to him with her one free arm as he tried to hang on.

"Hurghk…stay here!" he exclaimed as he was yanked backwards. She had a split second to look directly into his eyes through the mask before he was torn away from her again and thrown against the opposite column. It groaned and bent slightly to the side as he hit. This time, Otto didn't let go. He released his grip on the column he had been clinging to and pulled Peter down with him, smashing him against a tall wooden cabinet as they hit the ground. Wood splinters jammed into his back as Ock dragged him through the mess and threw him against the brick wall. Peter let out a sharp hiss of breath – he was sure he'd cracked some ribs that time.

"I'm experiencing a strong sense of deja-vu, Spiderman. I sincerely hope you're not trying for a repeat performance of your last little attempt to thwart me," Otto spat vehemently into Peter's face as he picked him up and held him against the brick wall, shoving the boy's head back as he clenched his neck just beneath the jaw, "because _this_ time I intend to finish the job, you repulsive little _pest!" _Peter let out a cry of pain as Otto backhanded him with one of the tentacles, coiling another around him tightly.

"Jeez, Ock, you…you always talk this much?" he said, blood soaking through the mask in droplets as he coughed. Otto narrowed his eyes and dropped his hand from around Peter's neck, clenching his fists at his sides.

"You've _disrupted_ me for the last time! FOR, THE, LAST, TIME!" he snarled, cracking Peter back and forth across the face again and again with the clenched tentacle to emphasize every word. Finally he dropped Peter to the concrete floor, a look of pure disgust plastered on his face. Andy stared at Peter as he lay still on the ground near her feet. She twisted in her loosening bonds and stared at Otto, truly scared now.

"Leave him alone, alright? Look at him! You've beaten him to an inch of his life! That's enough!" she exclaimed. Otto touched his hand to his face to see if he was still bleeding and then scanned the floor.

"He's not dead yet. Where did he throw the syringe?" he snapped irritably, continuing as if nothing had happened. Andy scoffed and shook her head.

"I don't know, with all the shit that's been going on in here I haven't noticed where it went," she snapped as he walked past her. "This place is totally trashed, and you're looking for a goddamn needle!" He continued to look around the floor, finally snatching it up from the ground with a triumphant cry.

"Now! Where was I?" he said, flicking the needle again as he looked up at Mary Jane, who was still webbed to the column far above. He began climbing up the column and Mary Jane started to scream again, pleading for Spiderman to wake up.

Moaning to himself, Peter lifted himself up on his elbows. His head was swimming and his entire face felt as if it were on fire. He lifted his mask to his nose and spit on the ground before slowly getting to his feet, leaning against the column Andy was tied to. He glanced up at her and shook his head.

"You…you all right?" he uttered, pressing a hand to the side of his face. Andy stared at him, her expression unreadable.

"Don't kill him…_please_…he's…he's all I have," she whispered. "Take the girl and leave. Just get _out_ of here." Peter stumbled back, giving her one final, curious look before jumping onto the bent column beside him.

What was wrong with these crazy chicks these days? _What the HELL was so appealing about a crazy scientist guy with metal arms coming out of his back? _He ground his teeth and climbed up the column, ignoring the pain as he reached out and shot a web onto Ock's back.

One tentacle snapped around and tried to spear him through the chest, but he dodged it just in time, using it to jump off like a springboard to land on Ock's back. Ock had just about reached Mary Jane when Peter jumped, scrambling to lock his legs around his waist and force his arms around his neck. Otto twisted around, yelling venomously as Peter clamped his arms around his neck and yanked back fiercely. They both fell, again, but this time he was lucky enough not to get crushed as Ock reached out and blindly grabbed for another column with two tentacles. They swung across the warehouse and smashed into the brick wall, their combined weight proving to be too much stress on the metal support column. The entire rusted column bent in the clutches of the two tentacles and gave way, shearing the bolts holding the beam to the rafters of the warehouse and sliding further down the main support beam.

Peter didn't let go; he kept his arms locked around Ock's neck as the doctor thrashed to get him off, the needle falling from his grasp in the process. Otto finally let go of the girder as it began to pull them down and instead clamped onto the wall behind them, digging the claws into the crumbling brick. The girder fell with a terrible screeching sound as it scraped alongside another column, crashing with a deafening thud onto the concrete floor below. The roof had been torn apart where the column had once stood and rain began to pour in, brilliant flashes of lightning apparent outside the windows. Andy screamed, still tied to her column, just a few feet from where the rusted column lay now.

"Otto! Otto, help me!" she cried, terrified of how close the column had come to her. She twisted her wrists in the wiring holding her to the column. Otto dropped to the floor behind her, just barely catching himself on the tentacles as he struggled to breathe. Angry and beginning to feel faint from lack of air, Ock slammed Peter up against the brick over and over again, using the tentacles to throw both of them against the wall. Dust and chunks of the wall fell on both of them as bricks crumbled under the force. Peter ground his teeth together and shut his eyes; his body screamed in pain with each crushing blow.

"Get … OFF!" Otto managed to yell, blindly swinging tentacles around as he tried to rip Peter off of his back. His lungs burned as he tried to stay standing and black spots were beginning to appear in front of his eyes.

"Well will you look at this? Doctor Octopus _is _human after all," Peter quipped, clamping his jaw shut as another claw raked across his back painfully. Otto stumbled forward, his hands clamped around Peter's interlocked forearms.

Above them the groaning sound of twisting metal was becoming more noticeable as the roof began to sag without the support of the collapsed column. Otto tore at him again and again with the tentacles, but Peter hung on despite being bloody and bruised. He finally tipped forward, falling to his knees, still trying desperately to throw Peter from his back. The tentacles flailed indecisively for a moment as his vision went entirely black.

"Parker…ge…get…" he croaked, finally falling forward onto the floor, clawing weakly in Andy's direction. Peter looked up at Mary Jane and then to Andy, who was twisted over her shoulder, her eyes wide, staring at the two wrestling on the floor.

Ock choked on his words as Peter dug his knee into his back, tightening his grip further, and yanked back on his head. Otto groaned in agony and his eyes rolled up inside his head.

"I'll get them both, Ock. Don't worry about that. You're going to sleep now," he said, watching as Otto slumped forward onto the concrete floor, the tentacles falling limp against the table and overturned bench lying around them. Giving him one last shake, Peter released his grip and slowly stood up, keeping one hand firmly pressed to his bleeding side, looking up at Mary Jane desperately. The column beside her where Ock had thrown him was grinding now, shearing away from its rusted bolts and slanting dangerously close to where she hung in his webbing.

"Damn it," he muttered aloud as he kicked one of the slack tentacles out of his way, running to untie Andy from her bonds. She glared up at him angrily and he sighed heavily, unwinding the wires quickly.

"Look, I did the best I could with him, okay? He's not dead or anything. It was the only thing I could do! Do you see what he did to me?! Look at this, will ya?!" he exclaimed, wincing under her furious gaze. He pulled the last of the wires off of her and threw them to the ground, pointing at the door across the warehouse.

"Now get out of here – this place is caving in and I still have to get her," he ordered, turning to tend to Mary Jane, who was still bound to the column far above the floor.

"Spiderman! I can't believe it! You really did it!" she called down to him. Peter smiled inside his mask as he began to carefully climb the slanting column. It was over, finally. Time to get the hell out of here.

* * *

Darkness. 

It was that feeling you have just before you wake up. It was comforting, to be floating in the dark like that. Nothing to worry about. Nothing to do. Just …nothing.

Get up, Otto.

Otto heard something through the haziness of his blurred consciousness. He wanted to ignore it.

Get up, now. Get UP.

Someone was talking to him. Something shook his arm roughly. He tried to listen but couldn't understand what was being said. His head pounded dully. _Words_. Can't understand…

I SAID GET UP!

His eyes shot open suddenly, and he took a ragged breath, his vision blurry. He clapped a hand over his unprotected eyes, groaning. Something rustled to his left and he turned his head to look, but the hazy shape was gone now. He blindly tapped his left hand out in front of him, feeling for his sunglasses. His fingertips brushed against something and he snatched them up, shoving them back onto his face roughly. The tentacles pulled him from the floor to a standing position, two watching him expectantly while the others rotated and focused on Spiderman, who was tearing Mary Jane from the webbing. The claws snapped shut furiously.

"Parker…"he uttered, coughing, one hand pressed against his forehead. He brought his hands down and looked at them both, his confusion giving way to the familiar feeling of anger. The needle was gone. _The serum…goddammit, Parker…_he turned sharply on his heel and jumped for the column Peter was climbing, trying to ignore the sharp pounding in his head.

"PARKERRRRR!" he screamed, turning and clambering up the column in a rage. He swung out a tentacle and just missed Spiderman as he tore Mary Jane free of the webbing, holding her against him as he tried to shoot a web for the window again.

"OCK! SHUT UP!" he yelled back as MJ buried her head into his chest, whimpering in fear.

Please say you didn't hear that, MJ. You didn't hear that, you didn't hear that, you… Peter cried out in pain as one of the tentacles clamped onto his thigh above the knee and dragged him down. This time he held onto Mary Jane as they fell down the column and landed on Ock, who was still in a daze. All three of them crashed to the floor as the last main support column bent under their weight, groaning ominously as it began to slide from its position against the main rafter beam. Rain was pouring in from several places in the roof now, and Spiderman leaped off of Ock as fast as he could, finding it much more difficult to move quickly now that he had Mary Jane's weight to carry. Otto rolled over on the floor, shakily standing up on two tentacles and clenching his right arm in his hand.

He opened his mouth in a snarl to say something, but he didn't have the chance. The column behind him wrenched free of the rusted beam above and fell, bringing a huge section of the roof down with it. Otto turned sharply and jerked his head up to look. Spiderman crouched down and gave it all he had to launch himself and MJ up and out of the way. He had just landed again when the giant section of metal roofing came crashing down to the floor, directly on top of Ock, the horrible sound amplified to deafening levels.

Mary Jane screamed, wrapping her arms around Peter's neck tightly as he dodged another falling piece of roof, desperately shooting web lines all across the warehouse in an effort to get them out of there alive. The entire structure was trembling and groaning now as more pieces of the sharp metal roof caved in, destroying the desks and benches below.

"It's okay, we're going to make it, we're going to make it," he said, panting through his sweat and blood stained mask as he neared one of the windows higher up on the far wall. Kicking out with the last of his strength, he broke through the already cracked glass and fell to the wooden pier below, taking the full force of the blow as he rolled to keep Mary Jane on top of him. The force knocked the wind from him and he lay there gasping as she kept her arms wrapped around him, panting and trembling in his loose grip.

"See…I…told you," he said in between gasps of air. He lifted his head weakly and watched as the wall closest to them began to fall in on itself, the sickening sound of shearing metal making him cringe. It was only a matter of seconds before the other three walls followed suite, collapsing in on itself like a huge deck of cards. A huge cloud of dust and dirt billowed out from the wreck as the walls fell, and Mary Jane buried her face against Peter's neck as it passed over them.

He closed his eyes tightly.

Please, God, please let it be over. He knew deep down it wasn't. It was never that easy.

He laid his head back on the pier, beginning to breathe normally again. The rain continued to fall; soaking the both of them through as they lay sprawled across the rotten planks of the pier. Mary Jane reached up and laid her trembling hand on his forehead and he opened his eyes, looking at her through the eyepieces of the mask.

"Thank you," she said, rain dripping down her face and off of her chin. Peter chuckled and stopped abruptly, pressing his hand to his side again in pain.

"No…no problem. Just doing my duty as a superhero," he joked. She pulled herself closer and lay across his chest. He wrapped his arm around her instinctively, his hand coming to rest against the back of her neck. She lifted her head again and looked at him, her mouth open slightly, but she said nothing. They lay there like that for a long time before the rain finally began to let up. Peter slowly sat up and held out his hand.

"I can take you home if you like. Just, uh, tell me where," he said as she took his hand and he picked up her into his arms. She smiled at him for a moment before answering.

"You can take me to the Blue Moon café," she said quietly, not taking her eyes off of him. Peter swallowed. "I can walk from there. You know where that is, don't you?"

"Sure I do. I've been all over the place. You get a lot of great views of the city when you're up there, you know," he said jokingly, crouching low before leaping up into the air and shooting a web out to the tall posts leading back to the lots behind the dock. She hung onto his neck and sighed deeply as they swung away from the wrecked warehouse.

"Yeah. I guess so. _Great_ views," she whispered, clutching onto his shoulders tighter as he swung higher and higher into the skyscrapers of the city. A brief glimpse of Doctor Octopus standing over her in the alley way flashed across her mind and she sucked in her breath sharply as she recalled what he had said.

"… I think he's better suited to photography, myself."

Slowly, a faint smile crept across her face and she closed her eyes.


	14. Chapter Fourteen

It has been only a week or so since I've lost everything of any value. Again. I do not know of Andy's fate. There is no evidence she died in the collapse of the building, but if she did indeed escape, she has not made herself known to me. While this pains me greatly, I cannot say I blame her. My own survival of the destruction of the warehouse does not surprise me like it would have in the past – a sign I have grown stronger despite the nightmare my life has become.

Will each time become easier? Will each failure result in a stronger resolve to succeed the next time around? As a scientist I have grown to have an infinite amount of patience, a trait I know will serve me well as I begin again. I have come to understand a great many things about myself and the obtuse nature of the people around me since my transformation.

Otto stood alone in the cemetery beside a gnarled old tree. It stood like a skeleton over the headstones that were lined up neatly in a single row in a small, damp lot in the corner of the graveyard. The gray skies above threatened rain again, as it had done all week. He looked down at the headstone before him and pressed his sunglasses further up his nose with a gloved finger. A single drop of rain fell onto his cheek. He wiped it away absently.

I decided I have had enough of the gross limitations of this human existence.

I have had my fill of all your opinions, your judgments; your relentless need to display your intelligence while questioning my own. I am no longer limited to the likes of you or your pathetic, deluded views of the world. I am free of the probing, the never-ending scrutiny that has haunted me in the past.

I am about to turn your world; your misguided illusions of comfort and tranquility into reality as only I have known it. I am the embodiment of decades worth of retribution on those that dared cross me, hold me back, criticize my every decision, and deny me even the most basic of human comforts time and time again. I am a master of my trade – a genius of my craft.

He bent and brushed off the dead leaves from the tombstone embedded in the ground at his feet. Straightening up again, he looked at the tentacle that hung beside him and held out his hand beneath its folded claw.

And so I ask you. How do you measure the worth of a man? I will tell you: It is no longer a question to which you are fit to decide.

I have been denied far too many things in my life to be held back now. No one can possibly fathom the depths to which I am prepared to go to fulfill my every desire, satisfy my every whim. Nothing is too great a challenge. Nothing is outside my reach. And no one is going to stand in my way. No one will hold me back.

Not anyone.

Not even the great Spiderman.

The tentacle opened and gently dropped the rose into his hand. Otto spun the rose slowly between his forefinger and thumb, looking at the deep red petals one more time before placing it on the smooth tombstone.

They call me Doctor Octopus. The name appears across all forms of media these days. "Spiderman and Doctor Octopus: A pair of villains working in tandem to destroy our beloved city", the headlines scream. If that will amuse you, then by all means - have your fun.

It is only a matter of time before you realize just how grossly misinformed you all are.

Otto turned and walked away as it began to drizzle again, tucking the tentacles under his trench coat as he headed for the gate to the cemetery. Sitting high above in the knotted old tree, Peter pulled off his mask and looked down at the tombstone. The rose was the only bright spot of color on the ground. He looked at it for quite some time before pulling his mask back on and standing up on the branch, gazing out at the entrance to the cemetery.

Ock had disappeared up the street. Peter dropped from the tree and landed next to the gravestone, bending to read the inscription.

"_Julia L. Emerson – beloved daughter and sister. May you rest in peace eternal."_

Peter stood quietly beside the tombstone, still looking at the rose. He suddenly felt a wave of sorrow wash over him. Whoever this woman was, it was clear Octavius had been important to her, and for whatever reason, she had been willing to help him. And that other girl. The one who had asked him to spare Otto's life. He couldn't understand why she cared about him. Why _either_ of them had.

And Ock he had cared about them, too. Well, no. It was _Otto, _underneath the madness. Otto had cared. Somehow.

Peter sighed. He knew there was more to it than that, but he also knew he probably wouldn't understand anyway. He could relate somewhat to Octavius when it came to his life altering transformation. Peter grimaced slightly – only, he had been fortunate enough to have skipped the trauma of having a pair of mechanical arms grafted onto his body. Who knew what was really going on in the doctor's head? He turned and jumped onto the fence running along the cemetery perimeter.

I guess I'll never know.

Peter shot a web across the street. It caught onto a nearby tower and he yanked himself up, hurtling high up above the rooftops with a twist of his wrists. As he swung through the city streets, feeling the drizzling rain soaking through his suit, he realized how few guarantees there were in life. Everything was one big gamble. But there was one thing he _was_ sure about. Octavius was gone, but not for good. This lesson was one he had learned well: time was a healer…and once enough of it had passed, Doctor Octopus would be back.

And there was nothing more dangerous than a man with absolutely nothing left to lose.

* * *

Epilogue

Otto stood on the dock in the steady rainfall; his arms crossed behind his back while the sleek tentacles gently wavered around him. He extended his hand out and gripped the gloved hand of the man standing before him, giving him a single firm handshake.

"So we have a deal, then, Octavius?" the man asked. Otto smiled.

"Of course," he said, plucking a small vial filled with purple liquid from his pocket. He dropped the vial into the open palm of his new partner, returning his arm behind his back. Norman held the vial up between thumb and forefinger, gazing at it from behind the mask and cackled, dropping the vial into the pouch slung across one shoulder.

"Aaaahhh. This is like Christmas! This serum – you have no idea how long I've waited to finally hold it in my hand," he chuckled. Otto smiled faintly.

Fool. The thought crossed both of their minds at the exact same time. The green and purple-garbed man hopped up onto one of the posts lining the dock. Thunder rumbled again in the distance.

"All is forgiven, then, Doctor. You've just ensured all the funding you'll ever need for your projects. I expect great things from you in the near future," he said, gesturing wide with his hands. Otto dipped his head, one tentacle watching over his shoulder intently.

"You needn't worry about that, Norman," he said; rain running in streams down his brow and over his cheeks, dripping off his chin. The Green Goblin laughed again and hopped off the dock, rising up above the water on his glider, turning and throwing off a salute in Otto's direction.

"Sorry to do business and run, but I've got other deals to make and people to maim, so if you'll excuse me, I'll be scurrying along now," he said, rising higher into the sky and then disappearing into the distance, the gray smoke trail nearly invisible against the desolate sky.

Otto turned and looked back at the rubble that had once been Andy's warehouse and slowly smiled.

Norman Osbourne, you are a great fool to believe I would ever consider you a worthy enough man to be in the same league as myself. Most certainly not an inferior individual as psychotic as you. I am the mastermind of this operation – you are but an expendable pawn. Soon enough you'll understand that. He began to walk down the pier, pulling a cigar from his pocket and lighting it in his cupped hand, flinging the spent match out into the water. Rain continued to run down his face as he clenched the cigar between his teeth.

However. I don't mind reaping the benefits of such a partnership for the time being. Otto plucked the cigar from his mouth and laughed, wisps of smoke curling around his head as he walked atop the fallen roof of the warehouse, the tentacles stretching out around his body and as the claws snapped shut with sharp-sounding clacks.

Otto Octavius Incorporated.

He liked the sound of that.


End file.
